United Heroes: Spider-Man: Battle for Remnant
by KingFrancisX
Summary: The sequel to "Spider-Man and Sonic-Fate of Two Worlds" is here! During a battle against the Green Goblin, both he and Spider-Man are accidentally sent to the world of Remnant. While Peter joins Beacon Academy while also doing his usually thing as Spider-Man, the Green Goblin (aka Norman Osborn) has a plan SO BIG, that it could change the entire RWBY universe as you know it.
1. Overview

**Spider-Man: Battle for Remnant Overview**

Hello new and old readers, welcome to the second storyline to the United Heroes Series, a sequel to Spider-Man and Sonic: Fate of Two Worlds, Spider-Man: Battle for Remnant. As you can tell from the name, this is a crossover story between Spider-Man and RWBY, but it will make some references to Fate of Two Worlds so PLEASE make sure to read that story first if you want to recognize some plot points and stuff.

Anyways, this story is set one month after Fate of Two Worlds, but it will also involve some minor time travel. What I mean is that when Spider-Man enters the world of Remnant, he would also be sent a few months back, like a week before the new year of Beacon starts. I did this so I won't have to deal with different time placements and what not, so bear with me. This story will also share some elements from other Spider-Man/RWBY stories I've read like RWBYP and the one that involves Spider-Man and Dead pool, but of course with my own twist and turns.

Like before, this Spider-Man is 17 years old and he and his Marvel universe is a combination of everything Marvel related, so expect some things taken from the 616 universe, the Ultimate Universe (comics and cartoon), etc. For this story specifically, I will take some elements from the Megaman Battle Network and Starforce games, which I will go more in detail in the story.

Like in my previous story, I will be writing four openings and three endings like if it's an anime. I like to recreate some of openings and endings to help it fit in with the story. I will make sure to tell you guys which opening/ending I'm trying to recreate.

I will also include some music to fit a certain scene. It's gonna be a variety of music, like from Dragon Ball Z and even the Ultimate Spider-Man game music as well.

This story will be told from two perspectives, Spider-Man and the Ultimate Green Goblin, similar to the games, Spider-Man: Battle for New York (plot of this story is loosely based on this game) for the Nintendo DS and Ultimate Spider-Man for consoles. What I mean is that there will be a few chapters that involve Spider-Man and his adventures in Vale, while there will be some chapters involving the Green Goblin and whatever master plan he has ready. And expect Goblin to be EXTREMELY OP. He will be similar to the likes of Mecha Sonic (From Super Mario Bros Z), Frieza, and Broly from Dragon Ball Z. Now to get some standard questions out of the way:

Q: What suits will Spider-Man have in this story?

A: Spider-Man will have his classic red and blue suit, NOT FUTURE FOUNDATION SUIT because that's already been used in other stories I've read. He will bring his Iron Spider Suit with him but that will be heavily damaged early on in the story, so he won't use it until like endgame. Peter will however make some slight upgrades to his classic suit, which I will go more into detail later on.

Q: Will other villains from the Marvel Universe appear in the story?

A: Yes, AND No. Green Goblin will be the only Marvel villain here, but I will have Remnant versions of some classic Marvel villains appear in the story.

Q: How many people will die?

A: Well, since the Green Goblin is the main villain of this story, ULTIMATE Green Goblin to be more specific, expect people to die, like maybe a lot, that includes some of the main RWBY cast, but don't think you already know who might die. Who's to say Pyrrha dies in this story, or Penny, some things will stay the same while a lot of things will be different.

Q: How much of the original RWBY canon will be included in the story?

A: Volume 1 and 2 will be ROUGHLY the same as in the original story, of course with my own additions and differences. By the end of the Vol 2 storyline, things will change DRAMITCALLY in the canon. I will take some elements from Volume 3 and 4, so expect characters like Salem and her lackeys to appear, but certain events will change, so don't expect you already know what might happen to certain characters.

Q: Will Peter have Aura?

A: Yes, and I already have an idea on what his semblance will be. Peter's aura is also very important in the plot, very unique, so don't expect it to show up anytime soon in the story.

And perhaps, the biggest question of all:

Q: Will Peter be shipped with anyone?

A: YES! And I already have plan on who it will be (Hint: Someone in Team RWBY). But I will throw curveballs in the story just to keep you guys and girls guessing.

Now with that out of the way, look forward to the prologue soon, which will actually set place around the end of the story, just to let you all know what's to come.


	2. Prologue: The End

_Prologue: The End_

" _ **IN THE END…THE GOBLIN NATION HAS WON!"**_ A dark and evil force says in the background. In space you could see the world of Remnant starting to crumble, as you can see the fires of war all across the planet, all the way from space. You can also see the broken pieces of its moon, which has been completely destroyed.

" _ **JUST LIKE WHAT I WILL DO TO NEXT DIMENSION I WILL UNRAVEL AND THE ONE AFTER THAT, TO A VICTORY TUNDED COMPOSED OF A MILLION DESPERATE SCREAMS! I AM ABOUT TO MOVE ON TO NEXT DIMENSION, BUT NOT BEFORE I HAD THE PLEASURE OF WATCHING MY GREATEST RUSE OF ALL UNFOOOOLLLLLDD!"**_ The scene then shifts to the city of Vale, covered in fire, as the Goblin Army are starting to swarm the place, with the Huntsmen and Huntress of Beacon, as well as the Atlas Military trying their best to fight them off, but one by one they start to fall.

" _ **THESE HUNTSMEN, HUNTRESSES, ALL THINK THEY COULD STOP ME, BUT THEY CLEARLY DON'T HAVE THE POWER TO DO SO! NOT EVEN THE WHITE FANG COULD'VE SEEN THIS COMING, AFTER ALL IT WAS THANKS TO THEM I HAVE THIS ARMY IN THE FIRST PLACE!"**_ The scene shifts to a Goblin member wearing a goblin mask that has some resemblance to what the White Fang used to wear.

" _ **THE LAST OF THESE DYING 'HEROES', BUUUURNING AWAY AT THEIR COLLAPSING REALITY. NOBODY CAN STOP ME, THEY WERE FOOLS TO TRY. AND IT'S ALL BECAUSE THEY PUT ALL THEIR HOPE ON ONE, SINGLE, HERRRROOOOO!"**_

* * *

The scene shifts to a Vale News Network helicopter, flying above the burning city of Vale.

"This is Lisa Lavender of the Vale News Network with my co-host, Cyril Ian, live above the city of Vale!" Lisa said through her microphone, talking to people all across the world about the battle. "While the rest of the world are fighting off the Goblin Army, the warriors of Vale are still fighting hard to stop the army from taking completely destroying the city!" Cyril points his camera to the battle on the ground, showing off the destroyed buildings and the Huntsmen and the Goblins fighting. "We are also getting reports that there is a team of Huntsmen currently raiding the giant airship in the sky! We are told it is called the 'Hellcarrier'!" Lisa points Cyril to record the Hellcarrier high above the city. "Apparently the Goblin has a weapon that will turn everyone in Remnant into his own personal Goblin people! We just hope that whoever is up there can stop that from happening!"

As they continue to talk, they both hear something crashing down at a tall building a few miles from them. "What was that?" Lisa asked as she looks at a building that is crumbling down. "That appears to be coming from one of Schnee Dust Company buildings that was recently rebuilt! We're going to check out what just happened there!" Lisa tells the pilot to fly over to destroyed building.

They arrive at the remains of the Schnee Dust Company building.

"We've arrived, but we still don't know who or what crashed down here to cause this building to tumble down!" Lisa wonders. Then, she notices something from inside all that rubble. "It appears something is inside the rubble, but what could it be?"

As she finished saying that, a dark figure immediately rises up from the rubble and is now floating in the air next to the helicopter thanks to his red-and-dark wings. "W-What is that thing?" Lisa said scared. She then takes a closer look at the dark figure in the sky, "Is that the Goblin, but he's much darker than before, he almost looks a humanoid Grimm actually! She points out the white bones on his body, along with the external white skull on his head. "What could've happened to him?" She asked.

Then, the Goblin starts to laugh, laugh harder than he ever had before, _**"PEOPLE OF REMNANT, I HAVE THE DIREST OF NEWS!"**_ Lisa and his co-host use their cameras to broadcast what the Goblin has to say. _**"YOU…HAVE ALL FAILED! I… HAVE FINALLY WON! ALAS, THE GREAT GOBLIN KING…HAS FINALLY DEFEATED HIS GREATEST FOE!"**_ He shows to their camera of what he has on in hand, which utterly shocks the newscasters, as they see in his hand half of Spider-Man's mask, burnt and one eye lens is broken. _**"AAAAAAAHAHAHAHAHAHAHAHAHAHAH!"**_ Goblin laughs maniacally as the camera shifts to show all the destruction of Vale.

* * *

From her dark room, Madame Web sees this event from her orb, horrified on what's to happen.

"Peter Parker. Your greatest challenge will start NOW." She said as the scene fads to black.


	3. Opening and Ending 1

_Opening 1_

 **BGM- Rockman NT Warrior Axess Opening Futatsu no Mirai (Two Futures)**

The opening starts with a shot of New York City until the camera shifts to the right to the world of Remnant, more specifically the city of Vale. The next scene shows Spider-Man standing proudly on a rooftop at New York City and then shifts to Team RWBY in front of Beacon Academy. And then the title card appears:

 **Spider-Man: Battle for Remnant**

The next scene shows a shot of Doctor Octopus and Doctor Eggman, with the Sinister Six and their ISO-Emperor behind them, until Spidey and Sonic the Hedgehog comes in and attacks them all. The next scene is at Beacon, where Team RWBY and Team JNPR are hanging out. The scene changes to Ozpin and Glynda looking down at the students from Ozpin's office. The next scene shows Madame Web in her own dark dimension looking at the camera with a smile. The next scene shows off the big bads of the RWBY universe: Adam, Torchwick, and Cinder, but it ends with a shot of Norman Osborn smiling before turning into the Green Goblin and slashing at the images of those three. The next scene shows Spider-Man arriving at Vale from a portal before jumping into action by fighting off the White Fang, and then gets the help from Team RWBY before they continue to fight. The next scene shows off the some more villains: Hydro-Man, MACH-X, Zzzax, the U-Foes, and the R.H.I.N.O. The last scene is Peter on top of Beacon Academy smiling before changing into his costume and swinging off into the sunset.

* * *

 _Ending 1_

 **BGM- Dragon Ball Z Kai Ending 1- Yeah! Break! Care! Break! (English Version)**

The ending begins with Spider-Man on top of a rooftop at Vale before he starts web-swinging out in the city. The next scene shows Spidey swinging through the city, observing on how it different it is from New York before swinging higher into the air. The scene then shifts to images of Peter's friends and family: One image has Mary Jane and Aunt May, the next image has the Avengers, the next one has Sonic and his friends, and the last one has Team RWBY, Team JNPR, Glynda, and Ozpin. The next scene shows off the main heroes: Spidey attacking the White Fang, Spidey and Weiss fighting Hydro-Man, Spidey and Blake fighting MACH-X, Spidey and Yang fighting the R.H.I.N.O., Spidey and Ruby fighting Zzzax, and ends with a badass shot of Super Spider-Man and Super Sonic in the air. The last scene is Spidey landing in front of his friends (old and new), family, and allies.

* * *

 **KFX here: Hope you guys like the openings and endings I'm doing for these stories. I try to recreate the original opening and ending I'm getting the song from, so check out those for what I'm trying to recreate. I'm only doing this to give it more of an anime feel, so I hope you guys don't mind it. I have more openings and endings coming soon as the volumes go by, so enjoy them. Oh, and after this is the first chapter for the story, so stay tuned.**


	4. Vol 1 Issue 1: Return of the Goblin

_Vol 1 Issue 1: Return of the Ultimate Goblin_

In the depths of the Hudson River, there is a Helicarrier in the bottom of the ocean. Apparently this massive airship was taken down months ago thanks to a villain named Norman Osborn, the CEO of Oscorp, but most famously known now as the Green Goblin. Goblin used to be a man with a goblin costume, using various weapons to take down his foes, mostly Spider-Man. But recently he became something different, something monstrous, and now literally looks like a goblin, with horns on his head and the ability to shoot fireballs. Right now Osborn is hiding in the crashed, but fully functional Helicarrier he repaired in the bottom of the ocean, working on his next plan that will grant him total power, and it involves a substance that has crashed down on Earth not too long ago.

In his lab onboard the crashed Helicarrier, Norman Osborn has been experimenting with his OZ formula, the same formula that made him become the Goblin, by mixing it with many types of the ISO-8, the same material that almost destroyed two worlds a month ago, but this time he using dozens of them with his formula.

"Now then…" Norman said in his lab, ready to put the liquefied ISO-8 into his OZ formula. "Let's see if this works." He then starts pouring the ISO-8 into his formula, "After combining so many types of the ISO-8: like the red, blue, yellow, orange, green, purple, and even the new prismatic ISO-8…" He holds a Refined Reactive Chaotic ISO-8 in his hand, as he then looks at the crystals he used in his formula, "My power as the Goblin should increase to immeasurable heights, and if I'm right, my power will continue to evolve since the ISO-8 and OZ formula both have that same property.

He then finished pouring the ISO-8 into his OZ formula, and then mixes it to get a light green color. Osborn grabs a needle and sucks up some of the new formula into it. "This better work, or else S.H.I.E.L.D would soon find me. I'm surprised that it's been a month since I escaped, and they still haven't found me." He chuckles a bit, "No matter, if my ISO-OZ formula is successful, then not even Earth's mightiest heroes could stop me."

He finally pokes himself with the needle filled with his ISO-OZ formula. "Aaaaaaaaaarrrrgghhh!" He screams in pain for a few seconds before getting his composer back. He pants for a bit before looking at his arms, wondering if there was a change. While there wasn't any change in his physical appearance, Osborn did feel different on the inside. He then starts laughing, "It would seem that my experiment is successful. I can feel the power flowing through me." He then raises his arms in the air, "I have become more powerful than I was before! My Goblin form should be much stronger now!" He then puts his arms down, "Now…let's hope that my other wish also came true, but I need someone to test it out to make sure." He thinks for a second before smiling, "I think I have the perfect person to help me test out my new powers. But first, I need to get him properly motivated first." He then leaves the room, with his eyes starting to flare up.

* * *

 **BGM- Ultimate Spider-Man Game- Hero Theme**

We now move on to Peter Parker, also known as the Amazing Spider-Man. The last time we saw Peter, he teamed up with a hero from another dimension named Sonic the Hedgehog. The two were able to take down Doctor Octopus and Doctor Eggman from almost destroying both of their worlds with the power of the chaos emeralds since the doctors had the immense power of the Masterful ISO-8 crystal. It's been a month since then, Sonic is busy doing his own thing, while Peter has been busy training with three martial arts masters thanks to a recommendation by Madame Web, a physic who can look into the future. Right now, Peter is training with Iron Fist, Shang Chi, and even Ryu, who recently helped the Marvel heroes save their worlds from Galactus, at one of Iron Fist's Iron dojos in hopes of making Peter stronger for what's to come by teaching him a new fighting technique: The Way of the Spider.

"Alright Peter, one more time!" Shang Chi told the boy. Peter is currently wearing an inhibitor collar to keep him from using any of his spider-powers. He is now fighting all three masters at the same time.

"Okay, here I go!" Peter attacks Shang Chi, while barely dodging an attack from both Iron Fist and Ryu without the use of his spider-sense. The spider-hero was able to fight evenly with Shang Chi, while also dodging all the attacks coming from Ryu and Iron Fist. Then, the four of them ended on a stalemate. "Nice one, Peter. You certainly have improved since we started." He congratulated him as he takes Peter's hand from the ground.

"Just wish that I could use my Spider-Sense during these training sessions." Peter said.

"You do remember the reason why Madame Web disabled them for these sessions, right?" Ryu asked him.

Peter nods as he scratches his head, "Yeah, so I can have a fighter's instinct when I'm dealing with bad guys that might be too fast for it or something like that."

Iron Fist speaks up, "Yes, and with the combination of your Spider-Sense and your training, you are practically untouchable AND unbeatable."

"I don't know about being unbeatable, but untouchable maybe." Peter said taking off his inhibitor collar while also drinking some water.

"Well maybe if you spend more time focusing on the fight than joking around you may actually be unbeatable." Iron Fist tells him.

Peter shrugs as puts down his water bottle, "Got me there. So what's the next lesson?"

"This next lesson will be you last one." Shang Chi told him. "This will be the ultimate test of our new form of martial arts, The Way of the Spider."

"Sweet, so strap on your magnetic boots and gloves and let's do this thing." Peter told him.

"No."

"No?" Peter looks at Ryu and Iron Fist.

"For this final lesson, Peter. You will be facing opponents with TRUE Spider-powers." Ryu told the student.

"We have two people who wish to test your skill." Iron Fist spoke up.

"TWO spider people? That could only mean…" Peter was then interrupted by the sound of two women approaching, one wearing a red and yellow spider costume while the other is wearing a black and white spider costume.

"You don't have to say it, we're already here." Jessica Drew said as she and Julia Carpenter enters the room.

"Jessica Drew and Julia Carpenter, the two Spider-Women?!" Peter said shocked. "You two are gonna be my final opponents?!"

"It's not like there are any other super heroes with spider powers kid, so play nice." Julia told him.

Peter looks at Shang Chi, "And have to fight them without my spider-sense?" Shang Chi nods, which makes Peter groan, "Alright, let's do this."

 **BGM- Ultimate Marvel Vs. Capcom 3- Spider-Man's Theme**

"Alright, first off it will be Jessica Drew!" Shang Chi announced. "You have two minutes, and FIGHT!" Peter and Jessica start fighting each other all across the walls and floors at incredible speeds.

"You've gotten better Spidey!" She said as she blocks some hits from Peter. "I've usually been the one to beat you in our fights, but here you're giving me a run for my money!"

"Heh, thanks!" Peter then kicks Jessica back to the ground, winning the fight. "I win, and in record time too!" He gives his hand to Jessica to help her up, who gladly receives it.

"Not bad Pete, but how will you do against Julia?" Jessica asked him.

"Pretty good, I guess. Why'd you ask?" Peter asked her.

Julia decided to speak up, "Madame Web recently gave me powers to see into the future."

"REALLY?!" Peter asked, a bit worried that without his Spider-sense, it would be impossible to beat her.

"It's only temporary, just to help you train." She then gets into a fighting position.

"Still, not only you have spider powers, you can also see into the FUTURE!" Peter emphasized that last part.

"True." Julia said with a smile.

"See? She's already smiling! She KNOWS how this fight's gonna end!" Peter said as he gets into a fighting position.

"Peter, it's only a test. You can do this." Ryu told him.

"Ryu! This isn't a 'test'. This is IMPOSSIBLE!"

"Just stop whining and fight, Peter. I have other things to take care of tonight." Jessica hurried him up.

"Okay, okay!" He said as he and Julia fight. Like with Jessica, they are fighting on the ground and on the walls.

"Excellent, Spider-Man." She said as she tries to punch Peter, but he dodges it.

"Are you kidding? I'm not landing a single hit!" Peter said as he tries to kick Julia, but she effortlessly dodges it.

"That's a good thing, Peter!" Iron Fist said. "Like you said before, even without your spider-sense, you were able to replace it with a fighter's instinct!"

Shang Chi looks at his timer, "AAAAND, time's up!" The two spider warriors then stopped their fight on the ceiling and land back on the ground.

"Good job, Pete. You almost got me there." Julia told him while panting.

"No I didn't." Peter retorted.

Julia smiled, "I know." As she and Jessica leaves, Shang, Iron Fist, and Ryu approach Peter, "Good job, Peter. You have seemed to have mastered your new technique. You are now done with your training." Shang told him with a smile.

"Great! I thought for sure I would die during one of these training sessions." Peter puts on back the rest of his costume and grabs his Iron Spider backpack as he hears his phone ringing, "Got to take this. It was nice training with you guys!" He waves at his masters as he webs swings from the Dojo while talking to Aunt May on the phone, "Yeah, I just finished training with them, Aunt May. I'll come home soon once I do some patrol around the city."

 _"_ _Alright, be careful Peter."_ Aunt May said through the phone.

"Don't worry, Aunt May. I'll make sure I'll be careful." He then hangs up the phone and puts it back into his pocket. "Man, it feels so great to talk to Aunt May about my hero duties. It seemed like only yesterday when I told her I was Spider-Man." He then swings off to a building where his favorite gargoyle is waiting for him.

"Hey Bruce, how'd ya been?" He asked the non-talking gargoyle. "Yep, as I figured, always watching the city without batting an eye." Peter himself looks at the quiet, peaceful night of the city. He then sighs, "Madame Web said that I have to get ready for some important battles, the kind that could put everyone and everything that I love in mortal danger, but…can I really do it?" He looks at the people below, walking on the streets of Manhattan, "Some people see me and think their safer. But it's not really me they're seeing, but it's probably for the best. Knowing everything hinges on a guy from Queens sounds as scary as it feels." He looks at Bruce again, "No pressure, right?" He asked the non-talking gargoyle.

Just then, Peter's Spider-sense starts tingling, "Looks my Spider-sense is back, and that probably means there's trouble afoot." He attaches a web to the nearest building, "I'll be back soon Bruce, so hold the fort!" He then swings off to fight some crime.

* * *

Back at the Parker Residence, Aunt May has finished cleaning the dishes, while also wearing a new gold watch that Peter gave her. "Glad I got these done, now to get some of that leftover cake from the fridge." She said as she heads towards the refrigerator. She then opens it to find a half-eaten cake, "Two weeks ago it was Ben's birthday, oh how I wish he was still here." She shakes her head, "I have to be strong, can't keep living in the past. I know Ben would say the same, along with Peter." She cuts a slice of cake and puts it in her plate. As she goes to the table to sit down and eat it, she hears her doorbell ring, "Who could that be this late at night?" She walks up to open the door, "It couldn't be Peter, he should have a house key with him, or enter through his window as he usually does." She chuckles about that last bit before unlocking the door, "Hold on, I've almost got it." She opens the door to see a familiar face, and is surprised to see who it is, "Oh my…it's you…"

* * *

Back with Peter, he has just finished a couple of small, petty crimes as he swings back to Bruce, "Hey Bruce, did you miss me?" He asked the statue gargoyle. "I know. You get lonely when I'm not here. Maybe I should call Sonic to come visit me and…" He was interrupted as his cell phone starts ringing, "Huh, I wonder if this is him now." He looks at his phone to see that it's Aunt May calling him, "Aunt May? She must be wondering where I am now." He answers the phone, "Hello?"

"Hello, Peter." A voice, that clearly sounds like a man, talking to him.

"Who is this? How do you have my Aunt May's number?" Peter shouted at the mystery caller.

"Oh come now, Peter. Have you forgotten about me after all this time?" The caller asked him.

"That voice…" Peter now recognizes the voice and gets angry, "OSBORN, where are you, and what did you do to my Aunt May!" He shouts at him.

Osborn laughs, "If you want to find out where your Aunt May is, then come to my Hellcarrier at the bottom of the Hudson River, alone. I'll give you the coordinates."

"Hellcarrier? Yeah, whatever Osborn, but you better not have touched a single hair on my Aunt!" Peter shouted at him.

"If you don't hurry, then I just might." Osborn laughs again before hanging up.

Peter stands up with his Iron Spider backpack as he gets a text of where Osborn is, "Osborn…I've already lost three people to this monster. I am NOT making Aunt May the fourth." He then swings off to find Osborn.

* * *

Peter arrives at the edge of the Hudson River, "If these coordinates are right, then Osborn should be at the bottom of the ocean." He looks at the cold river, "I'm gonna freeze to death if I swim in my costume. Luckily I have another costume, courtesy of Tony Stark." He activates his backpack and suddenly he is suited up in his red-and-gold Iron Spider armor, "Jarvis, are you there?"

 _"_ _Yes I am, Mr. Parker."_ The A.I. answered.

"Good, because we're going for a dive." He then jumps into the river.

Peter dives faster and faster underwater thanks to the armor's flying mechanism until he arrives at the coordinates, "So I'm here, so where's this 'Hellcarrier' Osborn was talking about?"

 _"_ _It would appear that the ship is currently cloaked. I will direct you to the nearest opening."_ Jarvis tells him.

"Thanks, Jarvis." Peter thanked him. Listening to Jarvis' instructions, Peter was able to find an opening in the Hellcarrier. He opens it and finds himself inside the sunken ship. "So this is where Osborn has been hiding. Makes sense, since nobody would expect a fire monster to hideout underwater."

As he continues to walk inside the ship, he finds himself at the old S.H.I.E.L.D training room, "Wow, this place is big. This would actually be a cool place to have a fight."

"Yes, it would be." A voice says from the back, revealing to be Norman Osborn.

"Osborn!" Peter shouted.

"Hello, Peter. How'd you been doing?" Osborn asked.

"Cut the crap, Osborn! Where is my aunt?"

Osborn walks up to him as he holds a small device in his hand. It turns on to reveal a hologram of Aunt May unconscious, hanging above a pool of acid. "AUNT MAY!" Peter shouted as looks at his aunt through the hologram. Osborn then turns it off. "Where is she?" Peter said in a more menacing tone.

"She's somewhere in the city, and will be safely released if you could perform one…simple…task." Osborn said as he walks away from Peter.

"And what would that be, shaving your pathetic haircut?" Spidey points to Norman's hair.

Osborn chuckles as he continues to walk away from Peter, "Oh no, something much simpler."

"What's simpler than shaving your haircut?"

Osborn is now standing at the opposite side of the training room, facing Peter, "You have to kill me."

Peter is left shocked, "Kill you? I might hate your guts for all eternity, but I will never stoop to that level!"

"Your aunt will be automatically released if you do so, so if you want to free your Aunt May, then you have no other choice."

"There's always another choice, Osborn!"

"No…not against me there isn't." Osborn's eyes start to flare up, as he starts to grow larger. His skin starts to turn green, his shirt starts to rip off leaving only the pants, and his head starts to protrude large horns. Peter steps back a bit to see a monster, the Green Goblin, "I really wish you stayed wearing that Halloween costume of yours while also throwing pumpkin bombs at me."

 **BGM- Ultimate Spider-Man Game- Mega Battle**

Goblin laughs, **_"You would like that, wouldn't you? But don't forget, it was YOUR DNA, combined with the OZ formula, that made me this monster."_** He said as he forms a fireball in his hand. **_"Now it will be your DNA that will help me destroy you!"_** He then chucks the fireball at Peter, but he was able to fly out of the blast radius and starts to shooting repulsor blast at the Goblin.

"You're gonna have to try better than that to beat me, Gobby!" Peter flies closer to Goblin, as he starts to pummel the Goblin with his fast punches and kicks, "If you haven't noticed, I have gotten much stronger since we last met, and I've even learned a little something I like to call: Spider-Fu!" He then punches Goblin in the face, knocking him to the ground. "How do you like them apples?"

Goblin slowly gets up as he begins to laugh, **_"Ah, nice one Peter. You certainly have improved since we last fought."_** He stands up facing Peter, **_"But you clearly aren't using it to its fullest potential, as in your killing stroke."_**

"I told you before, Goblin! I'm not going to kill you, even if you deserve it!" Peter retorted.

 ** _"_** ** _But what about your Aunt May, Peter. She'll die if you don't kill me."_**

"I can just beat you up and look for where she is from your computer."

Goblin starts laughing again, **_"You are gonna have a hard time beating me."_**

"What makes you say that?" Peter said, as he raises an eyebrow from behind his lens. Then, the Goblin vanished from thin air, "Hey, where did you…" His Spider-sense then tingles as he feels something right behind him as he is punched through the wall, into the Hellcarrier's hallway.

 ** _"_** ** _You are not the only one who has improved since we last fought!"_**

In the hallway, Peter slowly gets up from all the rubble, "Man, that was weird. He was moving so fast that I barely had time to react." He gets up as he holds his arm in pain, "And his power, he wasn't that strong from a few minutes ago. What is going on?" The Goblin then starts charging at Peter, but the boy was able to dodge it in time. "How do you like this!" Peter starts to punch the Goblin again, but none of his attacks don't seem to faze him that much, "What the…" He is punched back into the training room by the Goblin.

 ** _"_** ** _Come on, Parker! I thought you were tougher than that!"_** As Peter starts to get up, the Goblin crushes his head with his foot, hard into the ground. Peter is trying to say something, but is buried by Goblin's foot. Goblin puts his hand into his ear, **_"What's that, Parker? Speak up!"_** While he's distracted, Peter activates his jet boots and flies under the Goblin, making him trip and fall.

"How did you get so strong?!" Peter asked him as the Goblin gets up.

 ** _"_** ** _Do you really want to know?"_** Goblin asked. **_"It was thanks to the ISO-8 that made me this strong."_**

Hearing the name, ISO-8, gave Peter a bit of a heart attack, "The ISO-8? Goblin, you know that stuff is dangerous! You've seen what happened the last time someone used it!"

 ** _"_** ** _Hehe, of course. But in the hands of someone like me, I can use its power to it utter limit. After combing many types of the ISO-8, including the Prismatic and reactive ones, and mixing it with my OZ formula, I've finally created something new, something better, the ISO-OZ formula!"_** Goblin explained to Peter.

"You combined so many ISO-8 and mixed it with the OZ formula? Are you that insane?!" Peter asked him.

 ** _"_** ** _Of course not, after all both the ISO-8 and the OZ formula are two substances that continue to evolve on their own. So when mixed together and injected into me, not only that I'm faster, stronger, more resilient than I already was before, I will continue to evolve until I have the powers of a God!"_**

"That's not gonna happen!" Peter flies straight at Osborn with a punch, but he was able to catch it and throw Peter at the ceiling. As he starts to fall back down, Goblin punches him into another wall.

 ** _"_** ** _AHAHAHA, there's nothing you could do to stop me, Parker! NOTHING!"_**

Peter starts to get up, as his armor is starting to show signs of damage, "He's right. There's nothing I could do." He then gets an idea, "Wait a minute. Jarvis, open up the part of my armor that has the ISO-watch, hurry!"

 _"_ _Right away, sir."_ His right arm opens up to reveal his ISO-watch. Peter starts to tinker with it, "Jarvis, what would happen if I set this thing to overload and punch the Goblin in the gut?"

 _"_ _It would certainly destroy him, but the resulting explosion would take you and this entire ship into oblivion."_

"That's fine by me!" He finished overloading the ISO-watch as he sees the Goblin starting to charge at him, "I know I said I wouldn't kill, but this bastard has had it coming for too long!" He then starts charging at the Goblin. _"If he is true to his word, then Aunt May would be free. So I have to do this…even if it means I have to die to do so."_

The two titans are about to clash, with Osborn about to punch him with his fiery fist, and Peter about to punch him with his ISO-watch. **_"This is the end for you, Parker!"_**

"Will see about that, Osborn!" He then manages to dodge the Goblin's fist and punches him in the gut with his overloaded ISO-watch.

 ** _"_** ** _AAAAAAAHHHHHH! P-Parker, wh-what are… you d-doing…"_** He screams in pain as Peter continues to thrust his fist into his stomach.

"Something I should've done long ago, Goblin! You're through!" As Peter continues to gut Goblin, he starts to glow in a strange, but not friendly light.

 ** _"_** ** _AAAAAAAARRRRRRRRGGGGGGHHHHHHH!"_** Is what the Goblin was screaming as he is then explodes in that strange light, which starts to envelop Peter and as well as the entire Hellcarrier.

* * *

Out in his Helicarrier, Nick Fury notices the explosion that's coming from the Hudson River.

"What is going on over there?" He looks out the window of the main deck. "All agents, we're heading towards that strange light, now!" He directed all the agents onboard. "Maybe that's where the Goblin is, I just hope it is."

* * *

In some strange, new world, you see Peter falling down from the night sky, with his Iron Spider Armor in pieces falling too, as he lands in a strange forest, which catches the attention of some strange beast.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hey, I'm Spider-Man. So where am I? Am I dead? Is this what heaven looks like?**

 **Madame Web: No, Peter. You are in another world.**

 **Spider-Man: What, you mean Mobius?**

 **Madame Web: No, a new world. One that I feel like you could get used to.**

 **Spider-Man: I rather just go back home than spend some time here.**

 **Madame Web: Well, too bad. With your ISO-watch destroyed, you have no way back home, at least for now anyways.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Another Dimension, Same Responsibilities_**

 **Spider-Man: So how long will I be stuck here?**

* * *

 **KFX here: First chapter done, who knows how many I have to go. Hope you guys like this one, as I said there will be some references to my pervious story, so read that if you don't want to be left confused. Anyways, the next few chapters might be similar to that of RWBYP, but the events will be played differently so you guys won't feel like it's a retread. For example, how Spidey meets Weiss will be much different than the one from RWBYP, as in it will be based on a level from the Spider-Man 3 movie game, so look forward to that. Anyways, leave me a review or PM any questions that you might have.**


	5. Vol 1 Issue 2: Another Dimension

_Vol 1 Issue 2: Another Dimension, Same Responsibilities_

 _'_ _Peter…wake up.'_ A familiar voice tells him. Currently right now, Peter is unconscious in a dark forest, wearing his classic red-and-blue costume, while his Iron Spider suit is on the ground in pieces.

"Hmmmm, five more minutes Aunt May. I don't want to go to school…" Peter says in his sleep.

 _'_ _Parker! Get up!'_

Peter springs up from the ground, "Huh, who, where? Wait a minute, why is this so familiar?" He remembers another time a voice talked to him in his sleep, "Could it be…" He grunted as he holds his arm in pain. "Man, what happened? Where am I?" He looks around the dark forest he's in, "Did the explosion send me all the way to Central Park, or is this what heaven looks like?"

As he looks around the area he's in, he notices the broken Iron Spider armor on the ground, "Great, it's only been a month and this thing is already broken." He sighed, "I wonder how long I'll fix this, wherever I am."

His Spider-Sense then picks up something from the bushes next to him, "Who's there? Is it you Logan, because I am not in the mood for…" He stops talking as he sees two dark creatures that looks like wolves, "…games." The creatures slowly start approaching Peter as he steps back, "Okay, unless you guys are wendigoes, then I'm definitely not on Earth, again!" One of the creatures lung at Peter, who jumps above it as it crashes into a tree, "You not wendigoes, but you're just as dump as them!"

The other wolf-like creature attempt to slash at Peter, but he ducks under it, "Too slow!" He then lifts the creature and throws it at the other one before it could get up, causing both of them to disappear into nothing, "Whatever those things were, they definitely had no soul." He looks around the forest he's in, "Now, can anyone tell me where I am!?" He yells out, hoping someone can hear him.

"I might be able to help you out." An old lady in a chair appears right next to Peter.

"Wait, you're Madame Web." Peter recognizes the lady, who smiles at the boy.

"Yes, Peter. It has been a while since we've seen each other." She told Peter as he walks up closer to her.

"So, Madame Web. Can you tell me where I am?" Peter asked her.

"Isn't it obvious? You are in another world, Peter. A new world actually." She responded.

Peter crosses his arms, "Is it a world filled with supermodels?"

"No you are not! But unlike the time you visited Mobius, you actually went back in time in this dimension." Madame Web told him, which caught him off guard.

"Wait, you mean to tell me that not only I went to another dimension, I also went back in time?!" Peter asked her franticly.

"Yes. It would appear that the explosion, not only sent you here to this new world, but sent you a few months back in time, like right now it's late August in this world and in your world too." She explained.

"Well, whatever. I can just use my ISO-watch to…" He looks at his right arm to see that it is busted, "…stay stranded here for all eternity. Great." He then falls down to the ground on his butt.

"Don't worry, Peter", Web assured him. "It's only a matter of time until you get back home."

Peter looks up at her, "How are you so sure?"

"Foolish boy. Have you forgotten that I have the ability to see into the future?" She told him.

"Oh yeah. Forgot you could do that." He then realizes something as he quickly gets back up, "What about my Aunt May? Is she okay? Is she still alive?" Peter asked her multiple questions until she put her hand up to make him stop.

"She is alive if you believe she's alive." Web told the confused hero.

"What does that mean? Is she alive or not?" Peter asked her again.

"I cannot say. All I know is that if you believe she is dead, then she is truly gone for good." Web told him.

Peter just sighs as he doesn't want to deal with that headache now, "Fine. Don't tell me. But can you at least tell me if Norman Osborn is alive, or if he's in this dimension, or any dimension?" He asked.

"I do not sense Norman Osborn anywhere in this dimension, or in any other dimension." She finally gave Peter a clear answer he understands.

Peter sighed, "Well…at least I don't have to deal with that monster again", he mumbled to himself before looking at Madame Web again, "Can't you just use your powers to send me back to New York?"

Madame Web shakes her head, "I don't have the power to travel through dimensions, especially one this far from Earth."

"But you're sitting right next to me like you're real!" Peter told her.

"Like I said, I simply don't have the power to travel through dimensions like you do with that watch of yours."

"Why do I have the feeling you're lying to me right now?" Peter glares at her.

"That…is what you must ask yourself." Is what all she could say before giving Peter some civilian clothes and a backpack. "Here. There is a city not far from here. Find a library and learn more about this world. You may find it useful someday."

Peter takes the clothes and backpack from her, "Thanks, just wish you could give me some money too."

Web smiled, "Everyone must work hard to earn some cash. Think of this as part of your training."

Peter groans as he changes into his civilian clothing, wearing a blue shirt and brown pants. He goes over to pick up the broken pieces of the Iron Spider Armor and puts them in his bag, "So exactly how long will I stay here?" He asked Madame Web, but she remained silent, "Madame Web, are you still there?" He turns around to see she is not there anymore, "Great! I am officially on my own! Worst mentor ever!" He said as he exits the forest, which is now starting to bright up which means its morning.

* * *

Peter finds himself in the city, filled with people roaming around the place. He stops for a second to look at a window to check his bruised face, "Yeesh, Goblin really did a number on my face, and that's WITH the Iron Spider Suit." He then shrugs as he stops at the local library that says, "Vale Library."

"'Vale Library'", Peter read the sign on top. "Guess this city is called Vale. What kind of city is called Vale though? Station Square was a much cooler name when I arrived there." He enters through the front door and rings the bell, "Hello. Can someone help me out?" He shouts for help.

"One moment, please." An old woman said from the back. The back door opens, and as the woman approaches the counter, Peter is shocked to see who the woman looks like.

 _"_ _Aunt May?"_ He thought as the librarian in front of him looks almost exactly like Aunt May, only with…dog ears. _"With the exception of the dog ears, she looks exactly like Aunt May."_

Peter frowns which caught the woman's attention, "Are you okay? You look like you've been bullied at school recently, given the bruise on your face."

Peter blinks for a bit before smiling to not worry her, "Don't worry. This bruise will heal in no time."

The librarian smiles, "That's nice to hear." She gives her hand to Peter for a handshake, "My name is May Burnside, and I work at this library you are in now."

 _"_ _Her first name is also the same as my Aunt."_ Peter thought as he accepts her handshake, "My name is Peter Parker, and I would like to know where the history section is at?"

"Oh sure, it's right over there." She points to where the history books are at.

"Thank you." Peter said as he heads towards the history books.

* * *

Peter takes out a history book and place it on a table as he starts reading it. He learns about the world he's currently in now, a world called Remnant. He learns about the four kingdoms, Vale, Vacuo, Mistral, and Mantle. He also learned about the Great War these people fought centuries ago.

"Hey, what is this?" He finds a chapter that talks about those creatures he fought before, which are called Creatures of Grimm. He learns about the many types of Grimm there are, like the Nevermore, Death Stalker, etc. He even learns a thing about Aura and Semblance.

"Aura? You mean the thing that Ryu and Iron Fist kept talking about during training?" He asked himself as he continues to read through it. He learns how aura is the manifestation of one's soul, and that it could be used for both offense and defense. "Crazy, but I doubt someone like me has Aura, since I'm not from this dimension." He said as he continues reading.

He learns about the Faunus, people with animal like features, so they have abilities like night vision and what not, _"So the librarian is a Faunus? That's pretty cool."_ That is until he read the part about the Fanus Rights Revolution, which was to grant equal rights to Faunus. It worked, but a lot of people still discriminate against them. Peter sighed as he finishes that part of the chapter, "Just like the mutants back home, people are always getting discriminated all because they have like a tail or bunny ears." He sighs in anger, "Why can't people just accept the fact that they are not so different from one another? It's not that hard."

He continues reading until he stops on a page about Dust, a source of energy that can be used for almost everything, "Can this stuff send me back home?" He said with a hopeful tone, until he reads the part about how it only works in Remnant, nowhere else, "Damn it!"

As Peter continues reading, he is tapped on the shoulder by the librarian, "Excuse me Peter, but I'm afraid we are almost closed."

Peter stops reading, "Oh. Looks like I lost track of time, since my watch is sort of busted." He nervously laughs, which caused the librarian to smile.

"So are you going home after this?" The librarian asked him.

Peter frowned, "Not exactly. I don't…really have a home to go back to."

The librarian gasped, "In that case, why not stay at my place for the night? You obviously need a place to sleep in."

Peter turned at her with a shocked impression, "You don't have to! I can handle myself!" He was gonna continue talking until the librarian stopped him.

"Come now, Peter. I'm just trying to help you out." She told him.

Peter wanted to argue, but he saw the look on her face, a face that looks so much like Aunt May, so he can't argue with her. He then decided to do as she asked, "Okay, I'll come over."

She puts her hand on his shoulder, "Come on. Let's get you cleaned up and I take you back to my home."

"Okay." Peter said as he stands up and walks with her to the nearest bathroom.

* * *

After cleaning up, Peter and May Burnside are walking in the suburbs filled with Faunus, looking very old and very depressing. "I know what you are thinking." Mrs. Burnside spoke up, causing Peter to pay attention to her. "We Faunus have got it rough over the years, especially with the White Fang causing trouble for all of us."

"The White Fang?" Peter asked confused.

Mrs. Burnside turns her head to him, "You've never heard of the White Fang before?"

"Not much I'm afraid." Peter said as he rubs his head.

Before they could continue to talk, they've arrived at Mrs. Burnside's little home, "We can talk more about this in the morning. You look like you could use some sleep." She looks through here purse and grabs her house key. She uses her key to open the door, revealing to a Peter a nice, but small living room, with only one room, a bathroom, and a kitchen.

"This place seems nice." Peter said to cheer her up.

"Thank you, Peter." She thanked him. "You can sleep on that couch over there." She points to the small couch in the living room.

"Thanks…" Peter yawns as he hops onto the couch, immediately falling asleep as he snores quietly. Mrs. Burnside notices this.

"This kid seems to have been through a lot." She smiles as she gets him a blanket to help him sleep more comfortable. Peter smiles in his sleep as Mrs. Burnside goes to her room.

* * *

The next morning, Peter wakes up to smell something good.

"I wonder what's cooking?" He looks to see Mrs. Burnside making eggs and bacon for the both of them. Peter approaches her, "Hey Mrs. Burnside, what's cooking?"

Mrs. Burnside turns her head to Peter with a smile on her face, "Oh just some breakfast. Here, I have yours done right here." She hands Peter a plate with eggs and bacon.

"Thanks." He takes the plate and sits down next to the table. He pours himself some orange juice into a cup and starts eating, _"Man, these taste as good as the ones Aunt May makes back home."_ He thought in his head. He then makes a frown until he looks at Mrs. Burnside again, "So Mrs. Burnside, is your husband still around?" He asked her.

"Why do want to know if he's around?" She asks as she continues to cook.

Peter frowns as he looks at his plate, "Well, after I finish eating, I'm gonna go out into the city, but I don't want to leave you here all by yourself."

Mrs. Burnside finished cooking and turns to Peter, "Don't worry. My husband is working out of the city right now. He'll come back in the next day or two."

"That's good to hear." Peter whispered to himself before he looks at Mrs. Burnside again, "So yesterday, you were gonna tell me more about the White Fang." He reminded her. "Can I know more about them, please?"

She sighed as she looks at Peter again, "Well, where should I begin? I guess I can start after the Faunus War, when Faunus gained the same equal rights as humans." She began. "But even with that, Faunus were still not treated equally. This sort of trouble led to violence, but some of us decided against it, so we made peaceful protests against those actions. That is how the White Fang were formed."

"Did you and your husband support these protests?" Peter asked, now even more intrigued by their history.

"Of course, in fact me and my husband were long time members of the White Fang when they first started." She told him before frowning, "But recently we decided to defect from the White Fang, after things started to go south."

"What do you mean?" Peter calmly asked.

"Ever since the first leader of the group stepped down, the protest turned violent. The White Fang started to steal and attack humans. Now there are a terrorist organization. That is why me and my husband left, to start a new life and help those in need." She finished her little story.

Peter felt bad for her, even more because she looks like Aunt May. But he also feels frustrated that no one is out there trying to stop the White Fang and help try to find a peaceful solution between humans and faunus.

"Isn't someone out there trying to help out sort this mess?" Peter asked at the frowning faunus.

"Sort of. The police are trying their best to stop the White Fang, but it seems that all their efforts are left in vain." She sadly said.

Finishing his breakfast, Peter takes his backpack and starts leaving for the front door, "I guess it's time for me to leave. Thanks for the breakfast."

"Wait Peter!" She called out to him, making him stop. She reaches into her pocket to give him some money.

"You don't have to give me that. I can handle myself." Peter said as he refuses to take the money, but decided to as she gave him the look. "Alright, I'll take it."

"Thank you, Peter." She hugs him before he leaves out the front door.

"I'll promise to pay you back!" He shouted as he runs out the door.

"I'm sure you will." She said as she closes the door.

Peter approaches the nearest building, and with no one looking, he quickly climbs it before reaching the top. He then takes out his Spider-Man costume from his backpack and changes into his hero gear, "Just like with Mobius, this may not be my dimension, but I still have the responsibility to help the people here, human or not." He then shoots out a web line to the nearest building as he starts swinging away, "Alright Remnant, let's see what you have in store for the Amazing Spider-Man."

* * *

 **BGM- Ultimate Spider-Man Game- Hero Theme**

Peter is swinging through the peaceful city of Vale, reminding him so much of New York.

"If this place is anything like New York, I should be expecting trouble right about…" He started.

"AAAAAAAAHHHHHHH!" The sound of a woman screaming.

"Now!" He quickly swings to the sound of the scream.

As he arrives, he sees two faunus: a man and a woman, about to be attacked by three humans: all men. "Please, leave us alone." The faunus man told them. "We were just on our way home from the movies."

One of the men chuckled, "Whatever. You faunus don't deserve anything." He brings out his knife, "Now, if you want to live, hand over your money, then MAYBE we'll leave you two alone."

"We-we can't do that!" The faunus man said as he holds on to his wife.

The human man shrugged, "Well, it's your funeral." He was about to attack them with his knife, until suddenly it was taken away from him by a web, "What the…"

Peter jumps down behind the three muggers to get their attention, "I envy you guys, you're just happy to be walking clichés. Seriously good for you, but come on guys leave the couple alone."

"Who are you supposed to be FREAK!" One of the muggers tries to attack Spidey, but he just kicks him in the face, knocking him out, "I'm the guy who's about to knock you off your socks."

"Shut up, kid!" Another one tries to punch him, but Peter webs him up and throws him at a wall. The last mugger tries to attack him by throwing trash cans at him, but Peter jumps out of the way of all of them before delivering a drop kick to the guy, knocking him down, "Too easy, piece of cake." He looks at the faunus couple, "Are you two okay?"

The couple nods at him, "Yes, thank you." The woman thanked him, "Who are you?"

"Just your friendly neighborhood Spider-Man!" He told them as he swings away from them.

"That felt good. It was nice taking on some normal thugs when I'm in another dimension. Now what else am I gonna do?" His Spider-sense tingles as it points to trouble at a nearby Dust shop.

"That's a shop that sells Dust, right? I wonder what's going on there?" He asked himself. He then sees two people with masks running out of the shop, with bags full of something they stole, "I can probably ask those two robbers on what's going on. They seem like the friendly folk that wants to talk." He then swings closer to them as he webs shoots one of the robbers in the face.

"What is this stuff?" One of the robbers said as he tries to take off the web from his face.

"You mean to tell me you haven't heard about a spider web before…" Peter told the two as he hangs upside down from a lamppost, "You guys seriously need to go back to biology class."

One of the robbers brings out his pistol and tries to shoot Spider-Man, but he just dodges them from his hanging position, "If you want me to come down, you could've just asked." He jumps and kicks the guy in the face, making him drop his loot. The other guy takes off the web from his face and tries to attack Peter with a sword, "Swords, ha." He dodges every swipe with ease, "You are gonna have to try harder than that buddy." As Peter dodges another sword swipe, he webs the guy's hand that is holding the sword.

"Er, not this again!" He complained as he tries to get off the web from his hand.

"Stuck?" The guy then notices Peter coming right at him, "How about a kick-stuck!" He kicks the guy in the chest as he falls down into the pavement. Peter wipes the dust from his hands, "And that takes care of that." He then looks at the bags they stole, which are revealed to be Dust. "Dust? I thought for sure this was money." He grabs the two bags and starts heading back to the Dust shop, where the owner has just woken up from being unconscious, but not before leaving the robbers webbed up for the police.

"Ow, what happened?" The young man said until he noticed Peter swinging by with the stolen Dust.

"Here's all the Dust that was stolen, sir." He gives the bags back to the owner.

"Thank you, very much Mister…"

Peter puts his hand up, "Just call me Spider-Man."

"Right, thank you." The owner said as he puts back the Dust back to the shelves.

"So who were the guys that just stole all those Dust?" Peter asked.

"That was the White Fang that came here just now." The owner answered him.

"That was the White Fang? Why are they collecting Dust?" Peter asked.

"I don't know, but you might have to ask their boss, Roman Torchwick. He's the one leading all these crimes in the city."

 _"_ _Sounds like someone is trying to play the Kingpin."_ Peter thought before he leaves. "Well, I'll try to find this Torchwick or whatever and put an end to his fun."

"Yes please. That guy has been running around this town thinking he owns it. Please do something about it." The owner begged him.

"Hey, I'm a superhero. I've already planned on taking him down." Peter said as he swings back into the afternoon sky.

* * *

For the past couple of hours, Peter has been stopping crime after crime, either involving the White Fang or saving some Faunus from being attacked. It is now nighttime and Peter is currently swinging through the city while also looking at the broken moon.

"Sheesh, first the moon on Mobius, and now here! I hope my moon won't get broken into two." He said as he stops on top of a rooftop. He sighs as he starts to remember Earth, "If this adventure is gonna be like anything from last time, then that would mean I'm gonna be stuck here for a while." He looks at the broken moon again in the nice, peaceful sky, "Aunt May, again I travel to another dimension not knowing the current status of what you are doing now. If what Goblin said was true, and I'm starting to doubt it is, then you must be free right about now, aren't you?" He continues to look at the moon once more before sighing, "I am starting to get lonely here, not having any one to talk to. Maybe soon I'll find this world's equivalent to Sonic. Of course the chances of him or her being 15 and fast are pretty low right now."

Peter is interrupted as he hears a man's voice nearby, "Ladies and gentlemen, please welcome…Weiss Schnee." The voice is coming from a circular theater that has walls that are surrounded by glass and the roof has a small hoke, letting the sound out.

Peter swings to another rooftop closer to the theater. He then sees a spotlight that is shining on a young seventeen-year-old girl, with pale-white skin, with white hair color tied up in an off-center ponytail that has a small tiara at the base, and has light-blue eyes.

Peter hear someone playing the piano as the girl is about to sing, "Ah great. If she's anything like the teen singers at my world, then I'm not expecting anything good coming from this."

As the crowd of people finally settle down and stop talking, the girl closes her eyes and start singing, "Mirror, tell me something. Tell me who's the loneliest of all…"

Peter is suddenly speechless, which is a rare feat considering his character. " _This is amazing, but why does it feel like this song is directed about me",_ he thought as he continues to listen to more of her song.

The instruments start to speed up, "Mirror, tell me something. Tell me who's the loneliest of all? Fear of, what's inside of me. Tell me can a hear be turned to stone? Mirror, mirror, what's behind you? Save me from the things I see! I can keep it from the world. Why won't you let me hide from me? Mirror, mirror, tell me something. Who's the loneliest of all? I'm the loneliest of all."

The girl closes her eyes as a gentle shower of snowflakes drop on her, and the audience starts to applauded her, including Spider-Man from the rooftop near the theater, "Amazing, amazing! You are definitely the best teen singer I've listened to!"

He stops applauding as his Spider-Sense tells him that there is danger at a nearby shop a couple of block away, "Well, there goes my break." He shoots a web line at a building, but not before looking back at the girl, "Wonder if I'll see her again? Maybe at her next concert, assuming nothing blows up along the way." He said as he swings away from the rooftop.

The girl was looking at the audience, but not before looking at the rooftop and notice something was off, _"I could've sworn I saw someone watching me sing from up there_." She shrugged it off as she enters her limo. "Driver, send me to the Schnee Dust Company building here at Vale. My father wants to me check how things are there." She told the driver, even though she doesn't want to do anything her father asks, but she doesn't have much of a choice.

The driver lets out a small laugh, "Don't worry. I'll take you there in no time."

Weiss noticed something was off, "You don't sound like my regular driver." As she tries to get a closer look at the man in front. She looks and see it's a White Fang goon, "The White Fang!" As she tries to take out her weapon, the man shoots her with sleeping gas, making her fall asleep.

"Don't worry, princess. By the time you wake up, you are gonna wish you stayed asleep." The man laughs as he starts driving towards the Schnee Dust Company building in the now not so peaceful night of Vale.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. When I said I hope things don't blow up, I didn't mean this soon!**

 **Weiss: Who cares, hurry up I'm in danger! I have this bomb attached to me, and not only that, this entire building is on fire!**

 **Spider-Man: Don't worry, I've got ya!**

 **Weiss: Are you sure?!**

 **Spider-Man: Hey, I'm a superhero remember? I do this sort of thing all the time.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _An Explosive Encounter_**

 **Spider-Man: Why does it feel like I'm in some sort of Michael Bay film with all these explosions?**

* * *

 **KFX here: Despite a few similarities to RWBYP, this is still sort of my own thing. Anyways, next chapter is when Spider-Man and Weiss are properly introduced to each other. And if you're wondering if May Burnside will appear again, she will, trust me.**


	6. Vol 1 Issue 3: An Explosive Encounter

_Vol 1 Issue 3: An Explosive Encounter_

"Uh…where am I?" Weiss starts to wake up as she starts to smell smoke, "What's burning?" She opens her eyes to find herself at a burning office room tied to a bomb. "Hey, what's going on?! Why is everything on fire?!" She shouted as she tries to get loose from the bomb.

She hears someone laughing a few feet from her, "Well, looks like the little heiress is awake I see." She turns her head to see a man with a mask, along with a few others next to him.

"YOU! You're the White Fang creep that gassed me earlier!" Weiss shouted at him.

The man approached her, "The name's Morris Bench. I'm the White Fang's enforcer. And it's time for you and this building to go bye-bye." He told her as he crouches down.

"Are we in the Schnee Dust Company building here at Vale!? She asked him, while still trying to get loose the chains.

Bench notices her trying to break free, "Don't bother trying to escape from those chains. They are strong enough to hold down a Beowolf." He stands right back up, "You and your family have been at war with the White Fang for too long! I see these guys as my family, like they are my brothers and sisters." He holds her by the chin, "But you humans keep thinking you're better than us, think you can push us around! I have watched my people get slaughtered by you lot, BUT NO MORE!" He lets go of her chin as he moves out of the room with the other White Fang members, "Hope you burn in hell, heiress. You and the Schnee family!" He and his group moves out of the burning room as Weiss continues to struggle out of the chains.

"SOMEBODY, HELP ME!" She screams very loud.

On the rooftop there is a helicopter that is about to take off. Bench arrives at the rooftop and enters the helicopter, where a guy wearing a red-lined white suit with long black pants and black shoes. "Hello, Torchwick." Bench said as he sits down on a chair on the opposite side of Torchwick.

Torchwick looks at Bench, "I assume everything is set?" He asked the enforcer.

"Yep. All according to plan."

Torchwick smiles, "Good. While the police are busy cleaning up this mess, me and the White Fang will continue to steal every Dust in the city, with no one to bother us."

"And soon, everyone, including the Schnee family, will get what's coming to them." Bench said.

"You really hate that family, don't you?" Torchwick asked.

"More than anyone else should."

"Whatever, just light this place up as we leave." Torchwick orders him to do, with Bench saluting him as the helicopter starts to fly away from the burning building.

* * *

Meanwhile, somewhere far from the attack, Spider-Man is currently trying interrogating a White Fang goon he just stopped during his patrol. This is like the fifth crime he stopped tonight, hoping someone would give him the information about Torchwick.

"So buddy…" Peter said, as he talks to an upside down WF goon all webbed up, "Care to tell me where Torchwick is at, because I'm really low on options here."

"I'll never tell you where he's at now!" The WF goon said. Peter sighed as he starts to spin around the webbed cocoon, hoping this will work.

"Come on, buddy. I have other places to go, crooks to beat up, and I am in the mood to beat up your boss, so tell me where he is?" Peter demanded, now losing more of his patients.

As Peter continues to spin the crook around, he hears an explosion coming from the distance, "Looks like this is your lucky day, buddy." He leaps off to a building to see a burning down building far from him. "Sheesh, I've just started doing my usually thing, and now something is already blowing up. You just go to love the Parker luck." He said to himself as he swings to the building as fast as he could.

* * *

 **BGM- Spider-Man 3 Game Soundtrack - The City #4**

Peter swings to building rooftop a few feet from the burning down Schnee Dust building. He looks down to see a huge crowd of people standing behind police tape. He also sees a few people coming out of the front entrance of the building too. "The police are gonna have a hard time trying to get everyone to safety." He said to himself. He then looks at the burning building in front of him, "My Spider-Sense is telling me that there are a few people still stuck on the top floors. I need to hurry and save them!"

He backflips to the edge of the rooftop and creates a web slingshot, "Here goes nothing!" He propels himself high into one of the top floors of the building, crashing into a window into a room filled with fire, where there are two White Fang goons standing in front of him, "Who's this creep?!" One of them said.

 _"_ _Seems that this little stunt was caused by the White Fang. Should've known."_ He thought to himself before getting into a fighting position, "So boys, care to tell me if Torchwick is here? I have a few questions that I want to ask him, mainly with my fist." He said that last part as he punches his fist.

"Torchwick is long gone, bug, and soon, you will be too." One of them said as they start to attack Spider-Man from the front. Spidey backflips to dodge their attacks and webs them up, "Sorry guys, I have a meeting soon, so I want to arrive not in pieces, okay." He joked as he kicks one of them to a wall.

"Don't underestimate the White Fang, boy!" The remaining goon told him as he brings out his sword and throws it at Peter, "For me? You've shouldn't have." He grabs the sword with his web and uses it to whip the goon unconscious. "Alright, time to move on." He told himself as he exits through a door.

Peter finds himself at a hallway, where the center of the building starts to blow up. He looks around to see if he can find another room, but there are no doors around, "Great, where should I go? It's not like a door would open up fo…" He got interrupted as an explosion on a wall blows up, revealing another room, "Well, looks like lady luck is on my side tonight."

He enters an office room, which is also on fire, as another wall blows up and reveals another room, "I've loved what they done with the place." Peter sarcastically said as he enters the next blown up wall. He enters a room where the entire middle section is on fire, "Good thing I could stick to walls or else this would be somewhat challenging." He sticks himself to the window as he crawls to the other side of the room.

As Peter enters the next door, which leads itself to some sort of conference room, he encounters a few more White Fang members, some which are actually women, "Did anyone ever tell you girls that those masks make you look fat?" Peter asked the girls.

"How dare you!" One of them said. They all start charging at Peter with their weapons in their hands, "Aw, come one guys and girls. I was only being honest." He vaults over them and sprays their feet with his web shooters.

"Get this stuff off of me!" One of the men goons said.

"Don't worry. It'll come off, in like an hour." Peter told them as he starts to use his speed and agility to attack all the goons in rapid succession. As he finishes those goons off, an explosion happens on the ceiling, where a few more White Fang goons start zipping down to fight Spidey, "More of you?! I'm beginning to think you guys are desperate for my autograph." Peter joked.

He dodges all the gun fire coming from the goons, by either jumping over it, and being fancy and dodge at the last second, Matrix style. "You know, if you guys are continue messing up this building, then why can't I?" Peter attaches his webbing to the ground and breaks off some of the ground. He uses this web debris to attack all the goons in the air, knocking them all down. "Funny, all my victory come by knock outs. They never go to the judge's score cards." He joked as he looks around the room to find anymore goons left.

"Guess that's it for now. Now to go to the next level and see if there are any hostages in need of saving." He jumps high enough to the next room to find a man and a faunus woman surrounded by fire.

"Help, somebody help!" The woman shouted.

Peter, using his spider agility, jumps over the fire and grabs the woman, "Don't worry, I'll get you to safety."

The woman shakes her head as she holds on to Peter. Spidey jumps over the fire and puts her down next to a fire exit, "Take these stairs and get out of here! I'll handle everything here!"

"Thank your kind soul you were here to save me." She thanked him as Peter jumps over the other fire pit and rescues the man. He hops back over and to the fire exit, "Thank you, kid! The city needs more people like you!" The man said as he exits through the stairs.

"Well, it is my duty as a hero to help out people in need." Peter said as his Spider-Sense starts to tingle. It points to two more White Fang goons from a door from across the room.

"Get the guy in the tights!" One of them said. They charge at Peter, only for him to web up their legs and tugging them towards him. Peter lifts the two up in with his hands, "Didn't anyone ever tell you that starting a fire in a forty-foot-tall building is a BAD idea?" He asked the two.

They didn't respond to his question, so Peter just knocked them out. He moves on to the next room to find three more WF goons and a hostage tied up to a bomb, _"That guy is tied up to a bomb! I have to free him quick!"_ Peter thought as he web shoots the goons, and with his speed, knocks them all down in a flash, "Looks like all my training is finally starting to pay off. I feel much faster, much stronger than ever before." He stops talking as he moves on to the tied up hostage, "Don't worry, I gotcha ya!" Peter breaks off the chains tying him to the bomb.

"Thanks you, but you have to hurry!" The man said as he moves to a control pad next to a locked door, "Look, these crazies have locked the heiress of the Schnee Company in the next room, hurry!" He tells Spidey.

"No problem, just get out of here!" Peter urges him as the man runs out. Peter runs through the hallway, avoiding all the smoke and fire blowing up all around him. Peter coughs as he keeps on moving, _"This place is gonna be the death of me if I don't keep moving."_

After running through the hallway, Peter reaches a room where there is fire everywhere, and a girl stuck onto a bomb, _"That girl…she was from that theater a few hours ago."_

Weiss notices Spider-Man from the door, "Hey, don't just stand there! Help me!"

"Don't worry, I'm coming. _Sheesh, when she's not singing, she can be very demanding._ " Peter thought that last bit. He hops over all the fire as he lands next to Weiss.

"Hurry, this bomb is about to go off at any moment!" Weiss urges him.

"Hold on, give me a second!" Peter breaks off the chains tying her up. She stands up as she checks her hands. She looks at Spidey, "We need to get out of here!"

Peter looks at the bomb, with only seconds left before it explodes. "Grab hold!" He grabs Weiss up close to him as he jumps out of the giant window in front of them, just seconds before the bomb blew up that entire floor.

"AAAAAAAAAAHHHHHHH!" She screams as they both fall down from a terrifying height. The crowd on the ground sees them falling from the building, with all of them worried about their safety.

"Fasten your seat belts! It's gonna be a bumpy ride!" Peter shoots out a web line to the building, stopping them from falling. The people below cheered to see the two safe and sound.

"Huh…" Weiss opens her eyes as she sees they aren't falling anymore, "We're still alive…"

"You're welcome." Spidey told her as she looks at him, "Thanks for flying Air Spidey!"

As the two slowly descend to the ground, Weiss looks at the red and blue hero again, checking out his costume and his muscles. Her cheeks start to turn red as they finally landed on the ground, where Weiss' REAL limo driver is waiting for her, "Oh Miss Weiss, I'm so glad you are okay!" He hugs her.

"I'm okay, really. You can let go now." She told him, as he lets go of her.

"Sorry about that. Your father would be very angry at me if something were to happen to you." He told her.

"I know." She then turns her attention to Spider-Man, who waiting there to make sure she's okay, "Thank you for saving."

"It was no problem." Peter said as he starts to the notice the cameramen and news reporters about to run up to him for an interview, "Well, gotta go. Don't like being interview when my costume is all dirty." He attaches a web line to the nearest building.

"Wait!" Weiss grabs a hold of Peter's arm before he could swing off, "Who are you?"

"Just your friendly neighborhood Spider-Man!" He's about to swing off before he turns around to face Weiss again, "And by the way, you have a lovely singing voice." He then swings off to the skies as the media crew approaches the spot he left, trying to get as much footage and pictures of him.

 _"_ _So he was the one I noticed on the rooftop."_ She thought to herself. She looks up to the sky as she noticed that Spider-Man is gone, "Spider-Man…" Is name that she will remember for a long time.

* * *

Somewhere else in an office room, a man is watching Spider-Man swinging through the city from his tablet, while also drinking his coffee, "Spider-Man, huh. This boy has a lot of skill for his age, more than every other student I've seen yet." He takes one more sip from his coffee as he smiles, "Spider-Man…Peter Parker…" Is what he said before he takes another sip from his coffee.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So after last night's bombing, my suit got all burnt and dirty. Until it dries up, I'm just plain old Peter Parker, and I am very hungry.**

 **Blake: Your name is Peter Parker?**

 **Spider-Man: Yeah, and sorry that I bumped into you like that. Can you direct me to the nearest diner?**

 **Blake: Sure. My name's Blake by the way.**

 **Spider-Man: Nice name, but do you smell something burning?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _The Black Cat_**

 **Spider-Man: Even without my costume, those people in that apartment need me.**

* * *

 **KFX here: So, how did you all like this chapter. Were there enough explosions for you all to satisfy you? No, well I tried. Anyways, next chapter, if you couldn't tell, is where Peter first meets up with Blake, both as Peter and as Spider-Man. What do I mean by that, wait and find out.**


	7. Vol 1 Issue 4: The Black Cat

_Vol 1 Issue 4: The Black Cat_

"YAAAAAAWWWWW!" Peter yawned, as he woke up from his nap. Right now it is the morning, Peter is resting at an abandoned apartment room in the city. While it is abandoned, the bed isn't that bad to sleep on and the water in the bathroom is good enough to clean his clothes.

"Man, what a day yesterday. I stopped like a dozen crimes, stopped a few muggers, and save some hostages from a burning building complex. Not to mention that heiress girl." He said as he puts on some clothes. "It's only been a day and things are already getting crazy. Good thing I'm used to crazy."

As he finished putting on his clothes, he goes to check on his costume. After the fire last night, his costume got all burnt and dirty, so he washed it and let it out to dry inside the room, "Looks like this thing is still wet." He sighed, "Looks like I won't be playing hero for the majority of the day." He told himself. Suddenly, his stomach started growling, "Man, I am hungry." He starts heading out the door, "Let's hope the money Mrs. Burnside gave me will be enough to by some breakfast." He heads out the door, into the streets below.

* * *

Peter is currently walking down the streets of Vale, passing by the humans and faunus that are just minding their own business, _"Looks like everything has cooled down since the fire yesterday. Good. From what it looks like, these people really need a break from all these White Fang attacks."_ Peter thought as he crosses his arms, _"But now what am I supposed to do? Sooner or later, my money is gonna run low, and I don't want to take advantage of Mrs. Burnside's kindness. Maybe I'll find myself a job as a photographer here, make some money before I can find a way back home. I just hope that whoever I work with isn't someone like Jameson."_ Peter shivers at the thought of working with this world's version of J Jonah Jameson, _"Knowing my luck, there's a great chance something like that would happen."_

As Peter continues to think to himself, he is unaware of his surroundings, as evident as he bumps into a girl reading her book, causing her to drop it, "Aw man, what did I run into now?" Peter asked himself as he rubs his face.

He sees in front of him a seventeen-year-old girl with amber eyes and long black hair. A ribbon is tied with a large bow on the top of her head. She wears a black buttoned vest with coattails and a single silver button on the front. She also wears black low-heeled boots and full stockings with a color gradation of black to purple at her ankles.

As the girl scratches her head, Peter offers his hand to her, "Need a hand?"

She smiled, "Yeah, thanks." She takes Peter's hand as she gets up. Peter then gives her back her book, which she gladly accepts.

"Sorry…about bumping into you." Peter apologizes.

The girl shakes her head, "It was my fault for not paying attention. I got too caught up in this book that I wasn't paying attention to my surroundings."

"Guess we have something in common: not paying attention to anything." Peter joked, which made the two of them chuckle for a bit before shaking hands. "The name's Peter Parker, and I'm currently on a mission to find the best diner this city has to offer." He scratches his head in embarrassment, "I'm…sort of new here."

The girl smiled, "Blake Belladonna, and yeah I can show you where the nearest diner is at here. Just follow me."

"Thanks, Blake. You have no idea how much my stomach has been bugging me lately, almost like its having a party just to have some food." He said as the two started walking.

* * *

The two continue to talk to each other as they walk around the city. "So why are you here, Peter? What brings you to Vale?" Blake asked the hidden vigilante.

"I…uh…kind of wanted to explore what's it like here, you know. Probably find a job as a photographer, get some pictures of that Spider-Man guy who's been around here." Peter explained to her, which is not far from the truth, besides the whole coming from another dimension.

Blake raised an eyebrow, "Take pictures of Spider-Man, huh? How do you suppose you do that?"

Peter smirked, "I have my ways."

Blake turns her head away from Peter as they continue to walk, "Spider-Man…, ever since yesterday, people have been talking non-stop about him."

"In what sense?" Peter asked her.

"He's been helping out everyone in the city: stopping crimes, saving people, no matter if they are human or faunus." She explained.

"Isn't that a good thing?" Peter asked her.

"It is, but…I want to see for myself if that guy is for real." She answered.

Peter gulped if she means what she thinks she means, "You mean…you want to fight Spider-Man?"

Before she could answer, they've arrived at the local diner, "Well, here we are." She said. "It was nice talking to you, Peter."

"Yeah…same here." Peter waved at her as she walks away, "Hope we see each other again! _I think._ "

She waves at him back as Peter enters the diner, _"I'm not gonna like how this day ends, am I?"_ He sighed as he goes to the front counter to order some breakfast.

* * *

Not too far from the diner Peter is at, there is a small apartment building. There are a couple of people living inside, some that are humans, and some that are faunus. In one room in the apartment building, there is a faunus mother with her two children, one is a boy and the other is a girl. The mother is about to make the two some breakfast.

"Mom! Mom! When is breakfast gonna be ready?" The little girl asked her.

"Yeah Mom. When is the food gonna be done?" The little boy asked her this time.

"Hold on, children. I haven't even started yet." The mom is currently looking through some of her cabinets until she finds a set of matches. She takes out one matchstick and lights it up. As she gets closer to the stove, her children are shouting for their food.

"Moooooom! We're so hungry!" The two faunus children shouted, causing her to accidently drop the lighted match into an electrical cord, causing a massive fire which starts to overtake the entire apartment. "Oh no! Children, we need to get out here!" She quickly grabs her children and starts heading for the door, but the knob becomes too hot to open, and the falling debris starts to block her path. "Oh no! Now what are we gonna do?!" She wonders to herself as she holds tightly to her children.

* * *

Back at the diner, Peter has just finished eating his breakfast, "Ahhhh, nothing like a good sandwich to start off the day." He said while rubbing his stomach. As he walks back to his hideout, he smells something burning, "Huh, is someone having a barbecue this early in the morning?"

Suddenly, his Spider-Sense tingles as it points to a small cloud of smoke at an apartment, "Oh no! Someone's in trouble!" He quickly heads to where the fire is at.

As he arrives, he sees a few people right outside the apartment, "What's going on here?" Peter asked everyone.

A small old man with a cane walks up to him, "There was a house fire that just happened here. Some of us were able to escape, but I think some people are still trapped inside." He points to the burning apartment.

"Has anyone called the fire department?" Peter urgently asked the old man.

"Yes, but it will take a while for them to arrive." The old man replied.

 _"_ _By the time they get here, it might be too late."_ Peter thought. He looks at the burning apartment building again. _"My Spider-Sense tells me that there are four people still stuck in there. I need to go, NOW!"_ He then runs into the fire-filled apartment.

"Son, what are you doing?!" The old man shouts at Peter, but he didn't listen as he enters the building.

Inside the building, there is fire everywhere, making it hard to breath, even for a hero like Peter.

"Starting to wish I brought my costume, but no time to look back now. I need to find the people trapped in here." He coughs as he jumps into the next floor. As he dodges the fire using his spider agility, he finds himself in front of a room, "One of the people are trapped in here…" Peter starts coughing as he uses his strength to barge through the door. "Hello! Is anyone trapped in here!?"

"Over here!" Peter sees a young, human man on the floor.

"I got ya!" Peter grabs him by the arm as he carries him back through the front entrance of the apartment. He heads back to where the small crowd is at, "Take care of him! I still have people to save in there!"

He heads back through the entrance of the burning building and jumps back to the next floor. He runs deeper in the hallway until he approaches another door, "Come on, budge!" He said as he tries to knock down the door. "Alright, time to use some more of that spider strength!" He then finally knocks down the door to find a faunus woman and her two, crying children, "Don't worry, I'm here to help!"

"Thank goodness! Take my kids, they need to be saved first!" She brings the two to Peter.

"What about you, Mom?" The little boy asked her, while also trying not to cry.

She puts her hands on their heads, "Don't worry. Mom will come back to you. I promise."

"Please…don't die!" The little girl said as she and the boy starts to cry.

"I won't. I promise you that." She looks at Peter, "Please, keep them safe."

"I will." Peter told her with a serious face. He then carries the two with his arms and leaves the mother inside, coughing very hard.

* * *

Somewhere close by, Blake notice the fire that is happening not far from her, "What's going on over there?" She asked herself before running to where the fire is.

* * *

Back with Peter, he was able to safely take the two children out of the building, leaving them with the old man he met earlier, "Can you watch over them?"

"Er, yes. Of course."

"Mister…" The little boy told Peter, with tears still in his eyes, "Please…save our mom. She's all we have left."

Peter pats his head, "Don't worry. I promise I will save her. Just sit tight." Peter runs back into the apartment building, but because the fire is becoming too intense, the front door collapsed, leaving Peter without an exit, "Well that's just great. Looks like this got a whole lot more complicated." He told himself as he heads back to the faunus mother.

Back outside, Blake arrives in front of the burning apartment building, "What's happening?" She shouted as she looks at the fire.

"Miss!" The old man Peter met calls out to her.

She runs to meet up with the old man, "Sir, are there any other people still trapped inside?"

"Yes, in fact one kid about your age is inside saving these two faunus kids' mother." He explained to her as he shows her the two children, "But the front entrance collapsed as he entered. So I don't know if he will make it."

"Not if I could help it!" She brings out a thick, gray sheath with a sharp edge strapped to her back as he heads towards the front entrance. But before she arrived at the front, the building explodes as the windows shattered and the fire covers almost everything. "Oh no…"

"Mommy!" The two faunus children start to cry harder, thinking that their mother is dead.

"Look!" Someone in the crowd points up to a window in building, where they all see Peter and the faunus woman jump from it, all covered in soot. The people in the crowd cheered for them as they land on the ground.

"Tah dah…" Peter said as he brings the mother to her children, who immediately start hugging her, "I promised I would rescue her. Just glad I didn't burn on the way out. Of course it DID almost happen a few times."

"Peter?" Blake said, getting the boy's attention.

"Oh, hey Blake. Didn't see you there." He just calmly told her.

She starts walking up to Peter, with an angrier face as her bow starts to twitch, which Peter noticed, "What were you thinking!? You could've died there!" She shouted at Peter, making him jump a bit.

"Well, I couldn't just stand here and do nothing." He then noticed Blake's weapon in her hands, "Besides, it would look like you were gonna do the same as I did, am I right." He crossed his arms as he smirks.

Blake looks at her weapon before she nervously laughs as she puts it away, "Guess we have a lot more in common than we thought, hehe."

"Yeah, I guess we do." Peter said as he checks on the faunus mother, "Are you okay, miss?"

"I'm fine, thank you." She smiled at Peter while still hugging her two children. Blake also smiles to see the family back together, but not before someone interrupts the mood.

"It was her fault!" The young man who Peter saved yells and points to her, "It's because of her that our homes are now gone, you stupid faunus!"

Blake looks at the man angry, while her bow twitches again, catching Peter's attention again.

"I'm sorry…" The faunus mother sadly said as she frowns down to the ground.

"I bet she did that on purpose, probably because she's part of the White Fang!" The young man accused her.

Having hearing enough of this, Peter decided to take action, "Hey, you can't just falsely accuse someone just because they accidently caused a fire, especially if they are a faunus?" Peter shouts at the young man, which surprised him, Blake, and the faunus woman.

"Why should you care? These faunus have caused us nothing but trouble! You should've left her to burn inside that building!" The young man shouted back at Peter.

"Who cares! Not all faunus are bad! You just hate them because you never even cared about them! You just hate just 'cause!" Peter fought back. "As for leaving her in the building, out of the question! Human! Faunus! They are still people, people that are in need of help! And I never look back when someone's in need of help!"

"Why you little…" The young man was about to fight back, but got cut off by the old man.

"The boy's right! He put his own life on the line to save not only this family, but even you!" He points to the young man, which causes him to step back a bit. "It doesn't matter if you are faunus or a human, we still need each other, and this boy has proven it today that we can truly co-exist."

The small crowd starts to cheer as the young man just leaves in anger. As the fire fighters arrive, the faunus woman looks at Peter, "Thank you, again! I have no idea how to repay you!"

Peter smiled, "Hey, just seeing you with your family is all that I need." The faunus woman nods as she heads to a fire fighter.

Peter turned to Blake, who stood there with a smile on her face, "You did good back there with that speech."

Peter rubs the back of his head, "Yeah, well somebody needed to shut him up. Anyways, I'm gonna talk to one of the firefighters here to see if I can get a shower, then I'm gonna start heading back."

Blake nods, "Makes sense. We wouldn't want you running around Vale covered in soot the entire day."

"I'm used to it at this point." Peter smiled as he heads to a firefighter. "This is the second time this week I have to save people from a burning building. At least this one was smaller, and didn't involve falling from a forty-foot tall building holding the heiress to the company." Peter didn't seem to notice that Blake heard everything he said as he walks to the firefighter.

"Second time? Wait, is he…" She thought to herself before smiling. "Guess I have to see how good he is at fighting instead of saving."

* * *

Later that night, Peter, now in his Spider-Man costume, is swinging around the city, hoping to find any crime for him to stop.

"Man do I miss this", He told himself as he continues swinging. "Just hope that I don't have to deal with any fire tonight, and I can be a happy…" He got interrupted as his web line got cut off, "SPIDDDDDDEEEEERRRR!" He screamed as he hits the top of a rooftop. "Great." He rubs his head, "Who's spoiling my fun this time?"

"I am." A girl said from behind a water tank, catching Peter's attention as he recognizes the girl.

 _"_ _Blake? Why is she attacking…"_ He then remembers something, _"Right. She doesn't know I'm Spider-Man. So gotta pretend I don't know her."_

Peter gets up as he confronts her, "So where did you come from? Let me guess, Mother Russia, by way of Mother Africa."

Blake blinked a few times before finally saying something, "What does that mean?"

"Sooo, you are not Kraven the Hunter's daughter?" Peter asked her, which made her even more confused.

"Who is Kraven the Hunter? You know what, I don't know anymore." She faces palms.

"What do you mean?" Peter asked.

"Because you are either this great hero everyone keeps talking about, or you are just the oddest guy I've ever met." Blake told him.

There was silence between them for a few seconds before Peter decided to break it, "Are you trying to ask me out on a date?" He said bluntly asked.

This caused both of them to blush, as Blake wasn't expecting him to make such a comment, while Peter is mentally hitting himself in the head, _"Nice one, Peter. Are you that desperate for a girlfriend, or are you that mental?"_

Blake shook her head to stop the blushing, "Anyways, I've come to fight you. To see how good you are." She brings out her weapon as she gets into a fighting positon.

"Sure, why not. But I'm gonna have to end this quick, you know. I have other things to do after this." He gets into fighting position.

 **BGM- Ultimate Spider-Man Game- Race Theme**

The start dashing at each other, with Blake holding her weapon, the Gambol Shroud, and Spider-Man about to pummel her with his fists. They attack each other at full speed, with Peter getting in more hits on her than she is at him. They jump back a few feet away from each other.

"Not bad." Blake said, panting.

"You're not bad yourself. Of course I've fought tougher opponents before, so this is still too easy." Peter told her.

Blake smirked, "Is that a fact?" She throws her weapon at Peter, using her ribbons to do so. Peter counters this by shooting his webbing at the weapon, making it stuck to the ground.

"You're gonna try harder than that to…" He stopped as he got kicked in the back by Blake.

"You really need to stop talking." She told him as she gets her weapon back.

"Awww, but it adds to my character." Peter backflips and jumps back up to kick her in the chest. As Blake get up, Peter comes in about to punch her on the ground, but she dodges it just in time, but notices the cracks on the rooftop, _"Whoa! He's a lot stronger than I thought. Better get more serious!"_ She thought as she uses her scythe to strike at Peter at intense speeds, but with his Spider-Sense, he was able to dodge each and every one of them and then jumps back to avoid the rest.

"Please, can you do something else that I wouldn't expect?" Peter said as he web shoots her face. She was able to take it off just in time before Peter could kick her in the chest again.

"YOU should try something else I wouldn't expect." She told him as she turns her scythe into a gun.

"Wait, your weapon could do that?" Peter asked surprised.

"Of course. Everyone's weapon in Remnant can do that." She told him.

Peter shrugged, "I've seen better. Trust me, I have."

This annoyed her a bit as her bow starts twitching again, _"Again, her bow keeps on twitching whenever she gets agitated. I wonder why…ooooooohhh. I guess that explains it."_ Peter though as he dodges all the bullets coming at him. "You really think these bullets can catch a guy with my agility and speed?"

As Peter continues to backflip from the bullets, Blake smiles, _"Just keep on dodging, then you would be surprised at what I can do."_ She then disappears from thin air.

Peter stops back flipping, "Where did she…" His Spider-Sense starts to react to someone about to attack him from behind. "WHOA!" He jumps out of the way to see Blake. "Almost caught me there. _But I see through your little trick, Blake. You're not the first person to do this sort of stunt._ " He smiles under his mask as he lungs towards Blake, but instead of attacking her, Peter jumps over her and web shoots someone from behind the water tank, "Got ya!" He yanks out Blake who was hiding from behind the water tank, while the other Blake just disappears into nothing.

"How did you know I was the real one and not the clone?" She asked him, surprised.

"I fought a guy with a fishbowl who does this sort of thing all the time. It sort of became second nature to me." Peter told her.

Blake smiled, "You really are amazing, but I guess I have to finish this fight right now."

"Same here. So let me end it for ya." And in an instant, Peter just vanished without a trace.

"Hey! Where did you go?" Blake looked around trying to find him, but couldn't. "He's moving too fast for even me to track down!" She then felt a kick from her back, but couldn't see who. And then another kick, and another, until she finds herself in the air.

"Get ready!" Peter said from above until he drops kicks onto Blake. "MAXIMUM SPIDER!" Spider-Man vaults forward and performs several flying kicks through Blake, ensnaring her in a series of webs. He then finished her off with one final, powerful foot-stomp, sending her to crash down back to the rooftop. "Havin' fun?" Peter said as he lands next to the defeated Blake.

"Yeah, I think I had enough fun for one night." She said as she gets up from the crater.

"Let me help you." Peter offers his hand to her, which she gladly accepts.

"I had no idea you were holding back this much." She told Peter.

"Trust me. You haven't seen nothing yet." Peter replied as he dusts off the wrinkles from his costume. "So I beat you. Now what?" He asked.

"You answer my question." She answered.

"Awwwww, but I was so hoping for a kiss." He accidently said that out loud, which caused the both of them to blush again. "Sorry about that. I like to talk a lot."

"Oh I know…Peter." She said with a smile. Of course the opposite was happening for Peter, as he is sweating bullets underneath his mask.

"I…uh…have no idea what you are talking about, miss." He nervously told her, but she continues to smile.

"You already know my real name, Peter. You don't have to hide it." She told him.

Peter sighed as he had no other choice. He takes off his mask and reveals himself to Blake, "How did you know?"

"Like you said, you like to talk a lot."

Peter groaned, "I really need to shut up every once and a while." He then looks at Blake, "So when did you plan on telling me you have animal ears?"

That statement caught Blake off guard, "I…uh…have no idea what you are talking about." She knew she couldn't keep that façade up as she sees Peter giving her the look. She sighs as she takes off her bow and reveals her cat ears.

There was silence between the two of them before Peter broke it, "Nice cat ears. You actually look a lot cuter with them."

That comment made Blake blush, "Thanks. It's actually nice to talk to someone about my heritage."

"I know the feeling." Peter said as the two sit down on the edge of the rooftop, looking at the broken moon. "So what's this question you have for me?"

"Oh, right." She looks at the night sky again before looking at him, "Is it possible…that I could be just like you?" She asked him.

"What does that mean?" Peter said, as he clearly doesn't understand what she is talking about.

"I mean, is it possible to be a hero like you. To help people out whether they are human or a Faunus?" She asked him more clearly.

"Well…" Peter looks at the moon, "If you have the power to do it, then it is your responsibility to do what's right. That is what someone told me once before." He said as he starts to remember his Uncle Ben and the kind man he was to Peter.

"But…" Blake looks away from Peter, "What if…people refuse my help? What if they don't want to receive help from someone like me, a Faunus?" She frowns thinking about the times she was part of the White Fang, although she doesn't want to tell Peter that.

Peter puts his hand on her shoulders, "Look. Take it from a guy who's been through the same thing you are feeling right now." She looks at Peter again, but still looking a bit sad. "Who cares what people think about you. Just do what you think it's right." This shocked Blake as she now listens to more of what he has to say. "It doesn't matter what the newspaper say, or the politicians, or even the whole world. They don't define who you are, you do. And not by your words, but by your actions." He helps Blake stands up, "I know you Faunus had it rough for almost all your life, and I know it's only a matter of time until everything gets straighten out. So until then, just keep on fighting, no matter what."

Blake couldn't believe what she has heard. A guy, a human nonetheless, understands the pain and torment she has been through for all these years. She finally found someone that she respects, that she can look up to. She tries to fight back the tears, so the only logically thing she did was hug Peter, which completely caught him off guard.

"Thank you…" She lets go of Peter, "I…I really needed that."

"You're welcome. What are friends for, right?" Peter said. Just then, they both hear some police sirens driving by below them. "Looks like I'm needed. I'll see you around Blake."

"Right. Take care." She waves at Peter who swings off to fight off some crime. _"Thank you, Peter. I really did learn a lot from you. And I do hope our paths meet again. But until then, I'll keep fighting, just like you do."_ She smiles as she leaps from building to building.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. I got some clues that Torchwick is gonna appear at this club here. Just why does it have to be club?**

 **Yang: I don't know. Maybe because they are a fun place to crash and ruin people's fun.**

 **Spider-Man: Yeah, I guess…wait a minute, who are you?**

 **Yang: The name's Yang. So what do you say Spidey, want to knock a few heads loose?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _I Hates Clubs_**

 **Spider-Man: Why does this girl remind me so much of Black Cat? Of course, that isn't a bad thing.**

* * *

 **KFX here: So far, this is probably my favorite chapter that I have written yet. The character development, the writing, not to mention some references to other Marvel material, it was so good to write this. Hope you guys like this too, and look forward to the chapter, where Spidey first meets Yang, and someone else too, but I won't spoil it (Even though most of you already know who SHE is).**


	8. Vol 1 Issue 5: I Hate Clubs

_Vol 1 Issue 5: I Hate Clubs_

It's been three days since Peter met up with Blake. Since then, he's been stopping and interrogating the White Fang to find out where Torchwick is at, but to no prevail. Except for tonight, where he finally got some information on where Torchwick is gonna meet up, and it's the type of place Peter isn't a fan of.

"A club. Of all the places, why a club?" Peter asked himself as he swings through the night sky of Vale. "I've never liked going to clubs, especially the times when it involved the Black Cat. Seriously, back at New York, every time I swing through the city, minding my own business, I always find her fighting off against some goons at a club house just for some jewels."

He swings off his web to do some parkour on some buildings, "Of course, like the gentleman I am, I always help her out when I see she does, only for her to ditch me right after we take them all down, AND right after the police arrives. The amount of times I almost got caught because of that stunt is almost nerve-wrecking…" He hops onto a rooftop right across Junior's Club, a club owned by a guy named Junior Xiong, "But I will admit, I always did have a fun time with her whenever we did that sort of stuff. I almost sort of miss her." Peter shakes his head to clear his thoughts, "Man, am I THAT lonely that I wish the Black Cat was here. I seriously need to meet new people. Anyways, better change so I can enter Tiny's club without looking suspicious." He joked as he hops down to the alleyway.

Peter changed to his regular civilian clothes and starts walking up to the front entrance, _"So if Torchwick really is here, how am I gonna interrogate him? Maybe I'll just walk up to him and say 'Hey Torchwick, you're under arrest' or something like that, maybe something not to cringe worthy."_

His train of thought was interrupted as he hears the sound of a motorcycle close to him, which is then followed by a drifting sound, "Who could that be?"

He turns around to a seventeen-year-old yellow headed girl wearing a tan jacket that bares her lower stomach, with golden brown piping and short, puffy sleeves with black cuffs that feature two gold buttons. Underneath this she wears a low cut yellow crop top with her emblem on the left breast in black.

She stops her motorcycle in front of the entrance as she takes off her yellow goggles and helmet, revealing her lilac eyes and small cowlick on the top of her hair. As the girl approaches the entrance, Peter takes another look at her bike, "Is that Bumblebee?" He asked as the yellow and red color scheme reminds him of Bumblebee from the Transformers films.

The girl stops to look at him, "How did you know my rides' name?"

Peter look at her while rubbing the back of his head, "Your ride reminds me of some movie I watched a long time ago."

She smiled, "Nice to know movies have great sense in color."

"Right." Peter smiles as he opens the door for her, "Your ride wouldn't happen to transform into a giant robot, can it?"

She smirks as they both enter through the door, "I wish, and it would so cool."

They enter to see a dance floor full of people, and there were white spotlights that were matching the rhythm of the music. There were tall, light towers that make the lights look like they enveloped the dancers and then let them go.

They both look around the place until Peter noticed something odd, "Is that…a bear in the DJ box." He asked, even though it's not the weirdest thing he seen in his life as Spider-Man.

"He must roaring the house!" She exclaimed over the music.

Peter had to face palm while trying to hide his laugh, "Man, that was just UNBEARABLE!" He joked as they both started to laugh. "Glad to know some people share my sense of humor. Usually people would just call me annoying or think I couldn't be serious." He said.

The yellow haired girl smiled at him, "There always a time to joke around, even when you crack a few skulls." She punched her fist to make her point.

"Yep. _Especially when you are scared at of your mind during a death match."_ He thought to himself, which is part of the reason why Peter jokes around a lot during fights. Not only to distract his opponents, but to relieve himself as he is getting himself killed in a fight.

They went down the white steps, while looking around the entire room, hoping to find someone. As they get down the stairs, Peter noticed Torchwick talking to a guy wearing a black vest over a white dress shirt, with a red tie, and black gloves and black dress pants.

 _"_ _That must be Torchwick and Junior over there."_ He thought to himself, as Torchwick then starts heading to the back exit door, _"And there goes Torchwick, leaving before I can order his drink."_

Peter turns the girl next to him, "Sorry. I have to see this guy who owes me pocket change."

"Oh, same here. I'm sure will meet again." She smiled as the two went their separate ways.

Peter silently follows Torchwick as he exits through the back door. As Torchwick leaves, Peter follows him outside, only to find him gone. _"Gone! Just like that! Is Torchwick a magician?"_ He wondered until his Spider-Sense goes off, directing him back inside the club, "Great. I was only gone for like minute, and something has to happen."

Peter made sure no one was looking at him in the back alleyway as he takes off his clothes to reveal his Spider-Man costume inside. He is about to crawl through a closed window outside until a man in a black suit is sent flying outside through the window, "Wow. Who's the nut job that did that?" He looks inside to the same girl from before fighting off the henchmen, "I had a feeling she would be the cause of this. Her personality reminded me so much of Black Cat." He told himself.

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Iron Man's Theme**

The girl is fighting a group of the henchmen, performing some punches and kicks with her weapons as she blasts them all away, "You are gonna regret that, girly!" One of the henchmen said as he charges at her, only to be sent back by a punch from her gauntlet, "Darn it!" The man gets up again, but this time he is interrupted by a voice.

"Uh yoo-hoo!" A voice calls out from a window, grabbing everyone's attention, including the girl, "Excuse me! Can I come in this way or do I have to break my own window?" They look up to see Spider-Man on the window.

"It's that Spider freak! Get him!" The henchmen all shoot at Spider-Man, but he jumps all over them. He then runs on top of their heads before jumping right next to the girl.

"It is too late for me to crash this party?" Peter asked her as he gets into fighting position.

The girl smiles at him as she reloads her gauntlets, "Parties are at their most fun when someone crashes it, especially in red and blue tights."

Peter groaned as that's the second time he traveled through dimensions only for someone to make fun of his costume, "Let's just focus on spoiling their fun instead of mine, okay?"

"Sure!" She said as they start to attacking the approaching henchmen. While the girl continues her usually routine of punching them without a seconds thought, Peter low kicks one of the goons and kicks him in the chest, sending him flying to other goons in his path. He webs yanks two other goons and front flip kicks them into the air, only for him to web them and slam them back into the ground.

"Seriously guys, this is a party! You supposed to be having fun, like me and Goldilocks over there!" He points to the girl punching and shooting at the other goons. He then backflips to where she is as they are about to surround her.

"Have any fancy moves to finish these party poopers?" She asked the hero with a smile.

"Sure! Just need the right motivation!" He said as he looks at all the henchmen around them. "You guys must really suck if you are losing to two kids!" He taunts them, making them mad and start approaching Peter.

"Got ya!" Spider-Man surrounds himself in a web dome, grabbing the goons with his webbing as they come closer. He then jumps into the air, while also carrying all the goons with his web until he releases the web dome, knocking them all down.

Peter lands back on the ground as he looks to see the girl applauding him with a smile, "That was amazing!"

"Heh, comes with the job. Of course that did use a lot of my webbing." He checks his web shooters to see if he still has some left, but is interrupted as the bear DJ starts shooting at them with his gun.

The two teenagers dodge all the bullets coming for them, "How fast can you throw me with your webbing?" She asked the Spider.

Peter raises an eyebrow behind his lens until he realizes what she means, "I see where this is going!" He attaches a web line to the girl as he spins around fast enough to gain momentum. He gains the momentum he needs as he throws her at the bear, where she punches him in the face, knocking him out, along with his bear head.

Now it was Peter's turn to applauded her as she gets down to make a bow, "Could've stuck the landing a bit better, but besides that not bad."

The girl let out a small sigh, "Everyone's a critic." She then smirks as she raises her right hand for a handshake from Spidey, "The name's Yang. Yang Xiao Long."

Peter takes her hand for the friendly handshake with a smile behind his mask, "Spider-Man. So I'm guessing since your name is Yang, you must have a brother named Yin and a father named Yo. Am I correct?"

She shakes her head, "Nope. But I do have a little sister."

They let go of their hands as Peter's spider-sense goes off, "Looks like we have more party crashers." They turn around to see two teenage girls standing: one wearing a white, strapless dress with cyan lining, and the other wearing a red strapless dress with black lining.

The red one spoke first, as she approaches the other one. "Melanie, who are these guys?" She asked her.

"I dunno Miltia, but we should teach them a lesson." The one in white told her with her arms cross.

Both Peter and Yang flex their arms and legs, "Oh, someone is gonna be taught a lesson!" Peter said as Yang reloads her gauntlets before extending them again.

"So Spidey. Which one do you want?" She asked the web-slinger, raising her fists for action.

"Ladies first." He replied as Yang jumps in the air and fire some of her shells at the girls below, making them backflip to avoid the shots. As they finish back flipping, they see Peter coming in at them with his web shots, but they avoid them and try to attack the hero, "Sorry, you almost got me with that one." Peter web yank the girl in red as she comes in at him with her claws.

"So who are you supposed to be? X-23?" Peter asked her as he avoids her claw swipes. "Sorry, but that name is taken!" He jumps on to the ceiling to avoid her. "You're not much of a talker, are you?" He asked the silent red girl. "Fair enough, but I can't see you making friends with that attitude of yours."

Miltia, having enough of Spider-Man's banter, decided to jump up and swipe at him, but the Arachnid hero jumps in time to avoid her. As he falls back to the ground, he shoots a web line at her and slams her hard into a table, knocking her out. "That's one down. I wonder how Yang is doing with the other."

He turns around to see Yang and Melanie in close-range combat, with Yang throwing her punches and blocking with her gauntlets while Melanie kicks and swipes as she defends herself with the blades of her boots.

"I wonder if I should help…" Peter told himself, only to see Yang grab Melanie's right arm and uses it to twist and spin the rest of Melanie's body, using her momentum to land a devastating jump kick to her face. "Nope. She got this."

Peter walks up to her as he looks at the damage they caused in the club, "This is just like every other club I visited: teaming up with a girl who likes to cause trouble and I'm somehow dragged into it."

She smiles at Peter, "And I'm sure you had a good time."

"Oh yeah, sure." He crosses his arms. "Just don't ditch me when the police come, right?"

Yang shakes her head, "No promises."

As Peter groans, they see Junior walking towards them with his bazooka, "Hey, you must be Tiny! I was wondering where you ran off to! Let me guess, you were hiding in the basement!" He said, while Yang laugh as he made fun of Junior's name.

"Heh. You think you're SO funny, aren't you?" Junior asked him, clearly not liking being made fun of.

"Of course I'm funny. I even tricked the God of Mischief at one point." Spidey told him, remembering the time he tricked Loki during one of his adventures.

While Junior just scoffs at him, Yang was looking at Spidey with stars on her eyes, "You actually tricked a God? Awesome!"

Junior, however, wasn't impressed. Instead, he was looking pretty angry, "You irritating, little bug! You are more annoying than that girl next to you!" He angrily points at Yang, who just happily waves at him.

"Does that mean I became your new favorite?" Peter joked, which Junior retaliated by shooting rockets at the two, causing them to backflip away from.

"Sorry, Tiny! But I'm allergic to rockets!" Spidey grabs a few rockets with his webbing and throws them right back at Junior, causing him to dodge the explosion. He then transforms his bazooka into a bat as he tries to hit Peter, "I didn't know it was baseball season!" He said as he dodges his bat. He then ties him up with his web and throws him at Yang, "Batter up, Yang!"

"Thanks, Spidey!" She said as she slams her fist together, causing her hair to light up.

 _"_ _Wait, so she not only has the personality of Black Cat, but she also has the flowing hair of Captain Marvel in her binary form!"_ Peter thought as he continues to watch Yang pummel Junior. She lands several punches on Junior, each that are amplified thanks to her weapon. As her eyes start to turn red, she delivers one final punch at Junior, sending him flying.

"Yeah, nice one!" Spidey cheered from the sidelines. Yang looks at him with a smile until they both hear Junior laughing. "What's so funny, Tiny? Have you finally lost it after realizing how stupid your name is?" Peter asked him.

They both see Junior holding a few strands of Yang's hair, "Okay, so what?" Peter asked confused, but not as confused he was when his spider-sense went overdrive, _"Sheesh, who's attacking us this time?"_ He thought before noticed he looked at Yang. The blonde was beyond mad as she lets out an angry grunt, letting out an explosion that made all the glass shatter and a big fire behind her. _"So she's the Black Cat, Captain Marvel, AND the Hulk!"_

Peter leaped as far away from her as Yang sprints at Junior, letting out a battle cry as she punches his cheek, sending him flying out the windows like a rag doll.

Peter winced at what he just witnessed, _"Man, that was painful. I feel so sorry for the poor sap that has to date her. Imagine when she gets dumped. Instead of tears, she would just bury the guy to the bottom of the planet. Good thing I'm not dating her."_

Yang leaped out the broken window, reading to continue her beat down on Junior. "Better follow her before she makes more of a mess. I do need that guy for interrogation about where Torchwick is heading to." Peter follows her to the window frame, only to find Yang, an unconscious Junior, and a third girl, who looks like to be fifteen-years-old, has silver eyes, and looks like Little Red Riding Hood.

"Huh. I had no idea The Hood was in this universe." Peter told himself as he crouches on top of the window.

The little girl looks up to see her sister right in front of he. "Yang? Is that you?" She tilted her head a bit to the left.

Yang stopped what she was doing as her eyes turned back to its natural lilac color as she saw her sister, "Oh! Hey sis!" She said with a warm smile across her face.

"What are you doing here?!" She asked as she puts her hands on her hip.

Yang sighs as she puts one hand onto her hip, "It's a long story."

"We have some time to kill!" Peter shouted from the window. "Just make sure to gloss over the small stuff!"

The little red girl was looking around confused, trying to find out where the voice was coming from. Yang however smirked as she points to her sister to the window up top, where a guy in a red and blue costume is waving at them.

"So Spidey. Where do you want to start?" Yang asked the hero as he leaps down to join them.

"How about tell her how you are gonna pay for all this property damage?" Spidey replied.

"I was thinking about talking about how we kicked so much butt inside." She said as she punches the air.

"Oh yeah. With the goons, the twins, the DJ. Man, that was great. Especially the time you took out the DJ, I could BARELY stand up after you did." He punned.

This caused her to snicker before they both start laughing hard. While they were laughing, they didn't notice the shine in the little girl's eyes on who is with them at the moment.

After collecting their breaths, they both look at the girl who is staring at Spider-Man. "Oh, right! Spidey, this is my little sister, Ruby Rose. Ruby, I would like you to meet…" She was caught off guard as Ruby let out a high pitch squeal.

"Spider-Man!" Ruby finished.

Peter smirked under the mask, "That's my name! Don't wear it out!" He was caught off guard as Ruby immediately dashes off to him with yellow diamonds in her eyes.

"So awesome." She said as she dashes off to his side, "So amazing." She continued to say in a high pitched tone as she continues to check all around the web head.

 _"_ _Ooookay. Looks like I found this world's Sonic: Young, hyperactive, and very fast."_ Peter thought, while he is still put off by someone excited to see him.

Yang smirked as she can tell that Spidey is looking uncomfortable around Ruby. She found it a bit cute but decided to help out by pulling on Ruby's hood and drags her away from Spider-Man.

"Ow. Okay Yang, I get it." Ruby said in a bit of pain being dragged away.

"Yeah, this is Ruby." She said with a smile as she puts her younger sister in a headlock, which she tries to escape but keeps on failing. "Ever since you started showing up on the news, she's been only talking about you and how amazing you are."

"I'm not only amazing. I'm also spectacular, sensational, and astonishing good looking." Spidey points to himself, making the two girls giggle at that last bit. "Anyways, I need to get going." He heads towards the unconscious Junior.

Yang crosses her arms with a smirk on her face as he walks away, "Why? Aren't you gonna pay for all this property damage?"

Peter grabs Junior before looking at the two sisters, "Like I have time for that. I've got Tiny here I need to interrogate, I need to buy myself some eggs for breakfast tomorrow, and I'm drowning in angst." He attaches a web line to the nearest building. "See ya!" He starts swinging away with Junior, leaving the sisters behind him.

Ruby sighed as she looks at the ground, "I wanted to get his autograph before he left." She then looks at Yang who was still watching Spidey swing away, "Yang, are you okay?"

She looked at her younger sister, "Did you hear that last part he said?"

"Why? What did he say?" Ruby asked confused.

"He said he was 'drowning in angst'." Yang puts her hand on her chin.

Ruby tilts her head, "Is that bad?"

Yang nods her head, "For a fun guy like him, I had no idea he was going through so much. I wonder why he seems so sad inside?"

"Maybe we'll ask him again." Ruby said.

"Yeah." They both look at the same places Spider-Man was swinging from. "Just wish he didn't have to be all alone out there."

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Okay, Tiny. Care to tell me where Torchwick is headed?**

 **Junior: I'll never tell you, bug!**

 **Spider-Man: You do know you're hanging on top of VERY tall building. How about you tell me where Forthwick is at, or I can just accidently drop you from here.**

 **Junior: Okay, okay, I tell you! He's gonna hit this Dust Shop, tonight! I can tell you what's the store name!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Caught Web-handed_**

 **Spider-Man: All right, Snortwick. Here I come.**


	9. Vol 1 Issue 6: Caught Web-handed

_Vol 1 Issue 6: Caught Web-handed_

"Uhhhhh, where…where am I?" Junior asked himself as he slowly wakes up. He stands up and to his shock, he is on top of a very tall building in the cold, night city.

"Hey! What's going on?" He asked himself. Then a second later, he felt a web attached to him as he is pulled towards Spider-Man, who was waiting for him to wake up.

Spider-Man is holding onto Junior from his shirt, and from the looks of it, he's a bit pissed off, "Alright, Junior. You had your nap, now tell me where Torchwick is headed tonight, unless you want me to get more personal with ya." Spidey demanded him in a more serious tone.

Junior scoffs at his threat as he makes a smirk, "Yeah right. We both know you don't have the guts to do anything rash."

 _"_ _He caught my bluff. So I have to bluff better."_ Peter thought as he throws Junior off the tall building, making the club owner scream for help.

"AAAAARRRRGGHHHH!" He screamed until Spidey webbed up one of his feet, stopping his fall. "Ha! I knew it! You don't have what it takes to kill me!" He told Spidey while dangling from the web thread.

Peter decided to let go of his webbing, letting Junior fall even farther down to the quiet streets of Vale. While he continues to scream for help, Peter drops down and sticks to the wall before grabbing Junior again with his webbing. As Junior stops falling, he accidently drops his red glasses to the ground, and watches as it breaks from impact.

"That's strike two! Care to try for…"

"Okay! Okay! I'll tell you where Torchwick is headed tonight! Just…just don't drop me, please!" Junior pleaded to the hero.

"Good! But if you're lying, I'll make sure even your own mother won't recognize your face when I'm done with you!" Peter threaten him as he grabs Junior, who starts to explain everything to him.

* * *

Somewhere in the quiet, night city of Vale, Roman Torchwick and his four henchmen he got from Junior are walking down the roads of the streets, frightening every citizen they make their way as they head towards the From Dust Till Dawn shop. The villainous group enters the shop as the henchmen are looking around at the Dust crystals in displays.

Roman approaches the elderly shopkeeper, "Do you have any idea how hard it is to find a Dust shop open this late?" He asked the store owner.

One of the henchmen points a gun at the store owner. "P-please! Just take my Lien and leave!" The owner said as he raises his hands.

"Shhh, shhh, shhh, shhh, calm down, we're not here for your money." Roman shushed him as he looks to his henchmen. "Grab the Dust." He orders them to do.

One henchmen opens up a case and removes one of several cylinders, which the group uses to take Dust from the tube containers on the walls. "Crystals. Burn. Uncut." One of the henchmen said as he places another open case on the display to the shopkeeper.

The shopkeeper proceeds to fill the case. As another henchman goes for another tube, he hears music coming from his direction. That music is coming from Ruby Rose, who is currently wearing headphones and reading weapons magazines.

The henchman unsheathes his sword and points it at her back, "Alright kid, put your hands where I can see 'em." He gets no response from her. "Hey, I said hands in the air! You got a death wish or something!?"

The man goes over and turns her head, as Ruby's hood drops down which surprises her, "Yes?"

"I said, put your hands in the air, now!" The henchman demanded her.

Ruby looks confused, "Are you…robbing me?"

"Yes!"

"Ooohhh…" Is what all she could say.

* * *

Back with Spider-Man, he is swinging towards the "From Dust Till Dawn" shop that Junior told him about before leaving him there for the police.

 **BGM- Sonic Generations- Rival Battle - Metal Sonic (Stardust Speedway Bad Future JP)**

"Okay, so if Tiny said was right, Torchwick should be at this Dust shop at this very moment." He said to himself as he swings over to a rooftop across from the Dust shop, "Time to give Moanwick a taste of his own medicine." He said as he drops down to the ground. Suddenly, his Spider-Sense tingles as he narrowly dodges one of Roman's henchmen that crashed through the window and sees Ruby with her weapon, the Crescent Rose, in her hands.

"So is there any reason why Little Red Riding Hood is caring a big scythe in her hands?" Peter asked her, which caused her to turn around and squeal to see her favorite hero again in the same night.

"Spider-Man!" She dashes off to her hero once again, which makes Peter worry a bit. "It's so nice to see you again!" She said as she hugs the bug hero.

Peter scratches the back of his head, "Yeah, you too."

"So you're the Spider-Man that has been messing with my operations!" Roman shouts from inside the Dust shop with his men.

Peter and Ruby looks at him with a smile, "And you must be Conan Blowwick! I've heard so many great things about recently!" Peter made fun of him, which causes Ruby to snicker.

Roman, however, was the opposite, as you can see the veins appearing in his forehead, "Its Roman Torchwick, you meddlesome bug!" He looks at his remaining men, "What are you waiting for, get them!"

The henchmen charge at the two teenagers, with Spidey webbing them up in the eyes while Ruby attacks them with her scythe. She fires a shot at one of them, which causes them to fly away, while Spidey jumps up to the air, continuously web shooting the remaining henchmen. He drops down between two of them, spin kicking both of them to opposite directions: One headed towards Ruby, who hits him to a wall with her scythe, and the other right next to Torchwick's feet.

"You were worth every cent. Truly, you were." Roman said as he looks at Ruby and Spidey, while also dropping his cigar and crushing it with his cane. They all hear police sirens approaching them, "Well, Red…" He looked at Ruby before looking at Spidey with a serious face, "…and bug. I think we can all say it's been an eventful evening, as much as I'd love to stick around…" He raises his cane and opens the bottom to reveal a rifle with a cross grid. "…I'm afraid this is where we part ways."

"Ahhh, but I haven't given you my present yet." Peter told him, slightly disappointed. Roman fires a red blast at the two, who both leap out of the way. When they land, they see that Roman is gone. "Hey! Where did Broodman Marshwick go?" Peter asked while looking around.

"It's ROMAN TORCHWICK!" Roman shouted, as the two heroes look to see he is climbing up a ladder on a nearby building.

Ruby looks at the onlooking shopkeeper, "You okay if we go after him?"

With a low 'uh-huh' from the old man, Spidey attaches his web to the building where Torchwick is climbing up, "Race ya." He told her as he zips to the building and starts climbing.

"Hey! No fair!" She replied as she uses her weapon to fly up to the rooftop, where Spider-Man is waiting for her, "Sheesh, you're slow." Peter told her while checking his nails.

"Whatever!" They both look at Torchwick, who is stopping at the edge of the roof, "Hey!"

"Persistent…" Roman lowly said. As Peter and Ruby get ready to fight, a getaway Bullhead rises up and open the hatch to allow Roman inside.

Roman turns around while holding a red Dust gem, "End of the line, Red and Bug." He then throws it out at their feet.

"Eh, I've seen bigger back home." Peter said while observing the red gem, while also making a reference to the ISO-8 back on Earth.

Roman fires at the red gem that would cause an explosion. With only a few seconds to react, Peter shields Ruby from the blast with his own body, _"This is gonna hurt, like a lot!"_

The resulting blast from Roman's cane and the red gem caused a big explosion at the two heroes. "Whoa-ho-ho-ho!" Roman laughs until he sees someone else on the roof, "Huh?"

As both Peter and Ruby open their eyes, they see a woman in a purple cape in front of the two teenagers, casting a circle of protection over them with her wand, Peter let's go of Ruby and turns to the woman, "It's about time more of you good guys showed up. I thought I was the only one doing all the work here."

As the woman ignores what he said, she pushes her glasses up and summons several streaks of purple at the craft. Roman struggles as he heads to the cockpit, where a woman in red is struggling with the controls.

"We got a Huntress!" Roman told her, as the woman gets up and heads towards the back while Roman takes the control.

The woman with the purple cape glows purple for a moment and aims anther blast above the craft, resulting in a dark storm cloud right over the jet. "The hell…?" Is what all Roman could say as large jagged hail starts to pummel the jet and even break through the window, narrowly missing his head.

Peter continues to watch the woman fire at the jet. He then looks at Ruby, who is staring at her in amazement. "I should probably do something. I don't like feeling useless." He webs zips to the back of the airship and is met with the same woman in red from before.

The woman, while her face is covered in the shadows, has some pale white feet, glass high heels, and a jeweled anklet on the right leg. Peter could also see the burning amber eyes right in front of him and the burning parts of the silhouette's body.

"Hey, are you Goblin's less intimidating younger cousin he never told me about?" He asked the woman in front of him. "Because if you are, you definitely don't look as scary as him, or even look that tough." He taunted her, which annoyed her a bit as she tries to attack him, but Peter dodges each hit and counters them, "You definitely have his temper. Should I recommend therapy? I hear it's good for crazies like you and Slowwick over there!"

"TORCHWICK!" Roman shouted from the cockpit as the woman and Peter continue to scuffle.

The woman fires some fireballs at Spidey, but he ducks under them and webs up her shoes, "Seriously!? Come on, try something else! I'm getting bored here!" Peter taunted her as he punches her in the face.

The woman gets up from Spider-Man's punch. "Do you ever shut up?" Is what she told Peter.

Peter thinks for a moment, "I'm thinking…NO!" While he was thinking, his Spider-Sense alerts him to a fire ball that hits him hard enough back to the rooftop, where the woman in the cape and Ruby are watching him crash down. "Sheesh, some flight. No peanuts? No Stallone movie? They are SO gonna getting a bad review from me." He said, making Ruby snicker a bit while the Huntress rolls her eyes.

The woman on fire reaches the back and aims a burst of energy at the Huntress. The Huntress blocks it, but the flame splatters behind her and glow hot with the enemy's raised hand. The Huntress back-flips out of the explosion, which destroys part of the roof, and uses her magic to gather all the shards to create a large arrow.

"Sweet, a toothpick! That would surely get the gunk out of their ship!" Peter quipped as she throws it at the aircraft. The fiery woman shatters the arrow with several blasts, but it reforms in time to hit the side of the jet due to Roman's dodging them in time. The wreckage separates and reshapes into more arrows that encircle the jet, but the woman summons several glowing rings around herself that expand and destroy the shards.

"Sheesh, she's just like the Goblin: Persistent, annoying, and a hothead." Peter said as he looks at Ruby fire shots at the woman, only for her to block each shot.

"Okay, party's over!" Spidey attaches a few web lines at the aircraft. With all his spider-strength, he was able to hold onto the ship, making it stop completely.

"Somebody squash that bug already!" Roman angrily shouted.

"Squash the bug, squash the bug! Don't you any other tunes!" Spidey taunted Roman by imitating his voice, which really is making him angry.

The fiery woman, having enough of this and Spider-Man's constant joking, creates several blazing circles around the three opponents. The Huntress telekinetically pushes Ruby and Spider-Man away and rolls herself out of the explosion's radius. Unfortunately, it caused Spider-Man to lose his grip over his webbing that was holding down the ship.

"Hey! Get back here! You still haven't made a withdrawal slip!" Spider-Man raised both his hands to shoot web at the fleeing aircraft, but his web shooters were empty. "WHAT! I'm out!" He checks his belt to find anymore web cartridges, only to find they too are empty, "Well that's just great! Knew I shouldn't have used that Rising Web technique back at the club." Then he thought of something else, _"Without a lab, forget rebuilding my Iron Spider Suit and my ISO-watch, I can't refill my webbing! Now what am I going to do?"_

As Spidey groans over the fact he has no more webbing, Ruby stares at the woman that helped them, "You're a Huntress!" She said with an awe-stricken face. "Can I have your autograph?!"

The Huntress stood there with no response, as she glares at the little girl, "I need you to come with me." She then turned to Spidey, "Both of you."

Spidey turned around to face sure, "Fine. Sure. Not like I can go anywhere right now." The woman scoffs as both she, Ruby, and Spidey head back down to the streets below. As Ruby jumps right off, Spidey's Spider-sense starts to tingle, "Huh. Why is Spider-Sense going off? There's no one around." Peter checks his surroundings, only to find nothing.

"Any day now, Spider-Man!" The Huntress shouted at him from the ground.

Peter turns around, "Uh, yeah! I'm coming!" Spidey jumps right down to meet with the other two, not realizing that there was a portal that opened up at a forest far from the city, which what appears to be a man falling down from it.

* * *

The three are now in a small, dark room, where there is a spotlight shining above a sadden Ruby. Spider-Man is currently on the ceiling as the Huntress is walking around the room with a tablet, berating the two.

"I hope that you two realize that your actions tonight will not be taken lightly. You put yourself and others in great danger." The Huntress told them.

"They started it!" Ruby said while trying to defend her actions.

The Huntress ignored her outburst as she continued talking, "If it were up to me, you'd be sent home…With a pat on the back..." She sees Ruby's smile. "…And a slap on the wrist." She concluded as she swings her crop on the table, only for it to be caught by Spidey.

"Sheesh, lady. You treat all people who try to help with this much respect?" Spidey asked from the ceiling.

Ruby smiles that her hero has come to defend her while the Huntress just angrily looks at him, "Don't give me that! You are just about as bad as she is!" The Huntress points to Ruby, who makes a "Eeek!" sound. "Ever since you showed up, the police have to work twice as hard since the White Fang are bringing out stronger men to take care of these Dust robberies." She told the red and blue hero.

"Look. I'm only trying to do the right thing, just like with Ruby here." He points to Ruby, who smiles. He then turns back to the Huntress, "And this isn't the first time I have to deal with crime gangs trying to steal from a bank or a bakery. I can help out, just leave the bigger goons to me if things get out of hand. Trust me, I'm a natural when dealing with freaks, and guys like Torchwick are the most pathetic crime boss I've ever fought against yet." He concluded.

The Huntress sighs, but doesn't want to continue arguing with a kid who thinks everything is easy in life. She looks at the hero again, somewhat knowing what he's saying is true about him dealing with freaks of nature.

"Anyway, because of tonight's…events, there is someone here who would like to meet you two." She said, gaining their interest.

"Is it Santa Claus?" Spidey said excited. While the Huntress sighs, she moves out of the way to introduce a man in green coming through the doorway, holding a mug and a plate of cookies. "Awww, I was hoping it would be Santa Claus." Spidey said disappointed.

"Be quiet!" The Huntress shouted at him.

"Now, now Glynda, it's rude to shout at our guest." The man calmly told her.

"Yeah. You tell him, old man." Peter cheered for him. While Glynda wanted to smack him in the head, the man stopped her in her tracks with his arm.

The man in green looks at Ruby, "Ruby Rose…" He leans in to look at her face, "You…have silver eyes."

Ruby was dumbfounded, not knowing how to properly respond to that, "Uh-um."

Spider-Man, however, knew the perfect response for this kind of situation, "Are you hitting on her?" He asked from the ceiling, getting the attention from all three of them.

Glynda was showing veins on her forehead, "I am THIS close to smacking you in the head!" Glynda shouted at him, but again the man stopped her in her tracks.

Back on topic, the man continued the discussion, "So! Where did you two learn to fight like this?" He points to the tablet that Glynda is showing them, which is replaying the fight the two had with Roman and his goons.

"S-Signal Academy." Ruby responded, still a bit nervous though.

"They taught you to use one of the most dangerous weapons ever designed?" He asked her.

"Well, one teacher in particular." She answered.

The man shakes her head as he looks at Peter, "How about you, Spider-Man? From what I've been seeing this past week, you are exceptional skilled in combat." He complemented him.

"Well, I have been fighting crime for like two years now. And I just recently survived an entire month of intense training with three of the best martial artists you could ever find, so yeah I'm that good." Peter told him, which made him look cooler in Ruby's eyes as she just continues to stare at him from the ceiling.

"I see…" The man puts down the cookies on the table in front of Ruby. She tentatively picks one up, takes a single bite, and then shovels the rest into her mouth. She then hears a slight grumble coming from Spider-Man.

"Sorry. Haven't really ate anything decent lately. I'm kind of out of cash." Spidey responded with a nervous chuckle.

Ruby, feeling bad for him for being so lonely all the time, decided to give him three cookies, "Here." She hold them to Spidey.

"You don't have to. I…" Peter stops talking as he sees the eyes of concern from her eyes. He hesitated a bit before taking the cookies from her, "Thank you." He then takes off the part of his mask so he can eat the cookies, "Not bad."

The man smiles as he sees the two bonding. He then looks at Ruby again, "About your skills, Ruby. It's just that I've only seen other scythe-wielder of that skill before. A dusty, old crow…" He told her.

Ruby, with her mouth full, starts to mumble, "Oh! That's my uncle!" She then swallows her food and wipes her mouth in embarrassment, "Sorry. That's my Uncle Qrow! He's a teacher at Signal. I was complete garbage before he took me under his wing. And now, I'm all like- Hoowaaah! Witchaaaa!" She proceeds to do some karate-style poses and noises, which makes Spidey chuckle from above.

"So I've noticed." The man places his cup on the table as he leans in, then sits down opposite of Ruby, "And what is an adorable girl such as yourself doing at a school designed to train warriors?" He asked her.

 _"_ _They have a school to train warriors? To train kids?"_ Peter thought, which reminds him of the X-Men and Xavier's school to teach mutants how to use their powers correctly. He then proceeds to continue listening to their conversation.

"Well…I want to be a Huntress." Ruby told him.

"You want to slay monsters?" The man asked to make sure she's choosing the right choice.

Ruby nods, "Yeah! I only have two more years of training left at Signal! And then I'm going to apply to Beacon!" She then starts talking faster with more enthusiasm, "You see, my sister's starting there this year, and she's trying to become a Huntress, and I'm trying to become a Huntress 'cause I wanna help people. My parents always taught us to help others, so I thought, 'Hey, I might as well make a career out of it!'" She giggles, "I mean the police are alright, but Huntsmen and Huntresses are just so much more romantic and exciting and cool and really, gosh, you know! I mean look at Spider-Man! He's like all of what I said combined!" She smiles as all three of them look at Spider-Man.

"Ummm…yeah, sure." Spidey just rubs his head, not knowing how to respond to what she said about him, _"I'm not that romantic, am I?"_

The man and Glynda look back at Ruby, "Do you know who I am?" The man asked her.

"You're Professor Ozpin. You're the headmaster at Beacon." Ruby answered.

Ozpin smiles, "Hello." He finally said.

"Nice to meet you." Ruby replied, without a second's noticed.

"You want to come to my school?" He asked her.

"More than anything." She replied.

Ozpin exchanges glances with Glynda, who just "Hmmph" before looking back at Ruby, "Well, okay."

Ruby smiles, wide-eyed and open-mouthed. "Now Ruby, if you could please leave us, I still need to speak with our hero up there." He said.

Ruby got off the chair and is let out by Glynda, closing the door behind them. Peter let himself fall from the ceiling and sits on the chair that was left by Ruby, "Spider-Man. On the behalf of Vale, I would first like to thank you for all that you've done for us, for both humans and Faunus." Ozpin told him with a smile.

"Weeellll, I try." He said.

Ozpin continues to smile at Spidey, "Even though you are a stranger to this world, we thank you for everything." He told him, which got Peter's attention.

"Wait a minute. You know I'm not from here?" Peter asked, slightly curious.

"Yes. I know you are not from this world entirely." Ozpin told him, just as Glynda comes back in with her tablet. "Glynda, show Spider-Man what we know of him."

Glynda nods as she shows Spider-Man the day he arrived in Remnant in a portal at Forever Fall, then him fighting off the Grimm there while also talking to Madame Web. She then shows Spider-Man all the crimes he stopped, as well as the times he's taken off his mask, and the time he saved Weiss from the burning Schnee Building a few days ago.

Peter is extremely stunned that they pretty much know everything he has been doing ever since he got here. Knowing that there is no point in hiding it anymore, Peter takes off his mask in front of Ozpin and Glynda, "So you guys have been watching me ever since I got here?" Peter asked them, still incredible nervous and scared on how they have been following him this entire time.

Ozpin nods as he sips some of his coffee, "Of course. We also know that not only you traveled through dimensions, but you also went back in time a few months from your time period." He said.

Peter scratches his head, "Yeah. Really wish time-travel wasn't involved in this mess."

Ozpin looks at Peter closely, "How did you arrive at our dimension, Mr. Parker? Inter-dimensional travel is no easy feat, especially in our world."

"Trust me, it's not. But when you have the ISO-watch, you can simply go to any dimension." Peter told them as he showed them his broken ISO-watch.

"What's this device, may I ask?" Ozpin asked Peter.

"It's called the ISO-watch. Powered by the ISO-8, it can easily allow you travel to any dimension in a short amount of time." Peter explained to them. "It got trashed when I fought the Green Goblin, an enemy from my world."

"The Green Goblin?" Glynda spoke up.

"His real name is Norman Osborn, a smart scientist, and the CEO of Oscorp, a company best known for its work on chemicals." Peter explained to them. "He became the Green Goblin when he took something called the OZ formula, which gave him superhuman strength and what not. He originally wore a costume that resembled a goblin, using all sorts of gadgets to threaten the people of New York."

"But you stopped him, time and time again. Yes?" Ozpin asked.

Peter nods before frowning, "I did, but each time he became more and more determined to stop me. Eventually he found out my secret identity, and that led to a lot more problems." He starts to remember how Ben Reilly, his clone, died How Gwen Stacy, his lover, died. And how Harry Osborn, his best friend and the son of Norman, died at his hands as well.

Glynda and Ozpin noticed Peter's silence, only imaging what the horrors the Goblin done to his life, "And then what happened?" Ozpin finally asked.

Peter looked up to look at their faces again, "At one point, Goblin died. After he killed someone I really loved, he tried to kill me, but instead he killed himself with his own glider."

"But then, how is he still alive if he killed himself?" Glynda asked, wondering how someone can just come back to life like that.

"Well, right now, the Goblin is truly dead. I made sure of that. But months before, he did come back to life." Peter answered her. "Somehow the OZ formula in his system gave him the ability to recover from being impaled to the heart. So, thinking that if the OZ formula can bring someone back to life, Osborn created a new version of the OZ formula, hoping that it would not only make him stronger, but also immortal. And what he used this time was his own DNA, and mine." He explained before frowning again.

This left the two teachers from Beacon a bit shocked, and worried. "So, what happened after he used his new and improved formula? Did he become immortal?" Ozpin asked.

"No, but it did make him stronger, faster, much more of a monster. He literally became a goblin, with green skin, horns, and a fetish for throwing fire balls at me. But it didn't stop there." Peter told them. "Just recently, before I killed the Goblin, he then used a new and improved OZ formula, this time combining it with dozens upon dozens of the ISO-8, making him even more powerful."

Glynda decided to speak up again, "What is this ISO-8 you keep talking about?" She asked the boy.

 **BGM- Dragon Ball Super OST- Regret**

Peter sighed before looking at them with a more serious face, "The ISO-8. A rare material that appeared in my world not too long ago. There are billions of them all around the world, and each one are extremely powerful." He explained.

"Sounds like the Dust we have here on Remnant." Ozpin said.

"Yeah, but 100x times more powerful, and dangerous." Peter told him as he continues to look at him with a serious face. "There are different types of the ISO-8: they all come in different sizes, different colors, and have different properties. And in the wrong hands, they could mean the end of multiple worlds, multiple dimensions."

This realization came to a shock to both Ozpin and Glynda, can't believing that the ISO-8 has the power to destroy multiple worlds. "T-That's crazy!" Glynda objected. "There's no way they have the power to destroy multiple worlds!"

Peter glares at her, "Believe me, they could. I've seen it firsthand." He said sounding a bit more serious.

"Care to explain, Peter?" Ozpin asked him, wanting to know more about the ISO-8.

Peter nods as he starts explaining, "Recently, when the ISO-8 first showed up in my world, one of my enemies named Doctor Octopus found a whole chunk of them. He used one of the crystals to power up his dimensional transporter, hoping to find someone who can help him with world domination. He came across another mad scientist from another world named Dr. Eggman, and the two agreed to work together and research the ISO-8, while also thinking of a plan that could help them take over both worlds. They used the ISO-8 to power up all of their robots, including some of my other enemies back at home. I teamed up with that other world's hero, Sonic the Hedgehog, to help stop the doctors' plan and collect the chaos emeralds."

"Chaos…emeralds?" Ozpin asked, a bit confused.

"They are seven gems that can control time and space, and when all seven are together, you have the power to control the entire universe." Peter explained to them, which surprises both of them again.

"You can't be serious!" Glynda protest.

"I am being serious, especially when the doctors got their hands on all seven chaos emeralds!" Peter argued back. "With both the chaos emeralds, and just ONE ISO-8 crystal, they powered up their most dangerous weapon: The ISO-Emperor. It was so powerful that even when the heroes from my dimension teamed up with the Mobians, we still couldn't slow it down as it was tearing apart Manhattan." Peter reached out to his costume and brought out his cell phone. He showed the two a recording of the battle between the United Heroes and the ISO-Emperor, with the heroes getting their butts whooped, hard.

"This…this is unreal." Glynda said, simply in shock the power that the robot had. She looked back at Peter as he puts away his phone, "Even your world's strongest couldn't do much against it."

Peter shakes his head with his arms crossed, "No. It was until we recovered the chaos emeralds is when me and Sonic were able to stop it. But even with them, it was still a hard fight to win."

"Why do you say that?" Ozpin asked.

"The ISO-8 is not only powerful, it continues to change, evolve you could say. It virtually has no limit that eventually it surpassed the chaos emeralds in power." Peter explained to them. And just one, keyword, ONE, crystal could still destroy multiple worlds in the wrong hands, and a crystal isn't even the strongest shape. It's the reactive types, and the prismatic color ISO-8 as well." Peter told them. "Just imagine: you need 100 red Dust gems to destroy the city. With the ISO-8, you need only one red chip to do the job."

"Th-this is unreal. Terrifying even!" Glynda shouted. "Imagine if the White Fang got their hands on this! They would be unstoppable! We wouldn't stand a chance!"

Peter shakes his head in disbelief, "I doubt the White Fang can comprehend the power of the ISO-8, in fact it might destroy them if they do."

"How are you sure?!" Glynda shouted for an answer.

"Because the top scientists at my world are still researching this stuff, ever since it appeared on the face of the Earth." Peter argued. "Every day, they always find something new about the ISO-8: whether it can be used for good, or be used to end all of mankind. To this day, they still don't understand everything about the ISO-8, and we might never will."

Ozpin and Glynda couldn't believe what they were hearing. A power so great, that it easily surpasses the relics that are hidden in each academy. It could be a danger to multiple realities if placed in the wrong hands, people like Salem, Ozpin is thinking right now. It's rare you see Ozpin sweat, but if someone like her has the ISO-8, who knows who can stop her, or anyone that has access to it.

They both look at Peter again, trying not to lose their cool about overwhelming power like he just explained, "What about the Goblin?" Ozpin asked Peter. "You said he was injected by dozens of the ISO-8."

Peter nods his head, "Yeah, combined with the OZ formula, he called it the ISO-OZ formula. He was extremely powerful, even with the armor Tony Stark gave to me. I had no other choice but to kill him with my ISO-watch, not only to prevent him from causing harm to everyone in the world, but to save my Aunt May." Peter said, looking a bit down as he thinks about his Aunt May again.

"And are you sure none of the ISO-8 appeared in this world?" Glynda asked him.

"Positive. It was all destroyed in the Hellcarrier when the explosion happened, in which Osborn was dead set center inside it." Peter responded.

Glynda sighs of relief, "Good. I don't think Remnant could deal with a maniac like Osborn or the ISO-8. Not even our top Huntsmen and Huntresses would win in a fight against him."

"Hey, if something like that did happen, I have your back since I'm sort of stuck here." Peter nervously laughs.

Ozpin speaks up, "I'm sure you know already that Dust doesn't work right outside of Remnant's atmosphere, or that they have the power for dimensional travel, yes?"

Peter nods, "Yeah, but I won't give up on getting home. Madame Web told me it's only a matter of time." He said with a smile.

Ozpin smiles, "Well then, Mr. Parker. How about you come to Beacon as a student? We wouldn't want a great hero such as yourself be homeless now, can we? I can even help you get a job at the Vale News Network as their photographer so you can get some cash." He offered Peter.

The hero thinks for a second before answering, "I don't know. I need to focus on refilling my web fluid, along with rebuilding my Iron Spider Suit and ISO-watch, though."

"We do have a science lab at Beacon, with some of the best technology that the world has to offer. It's so advance that not a lot of students use it because they are unfamiliar with a lot of the tech." Ozpin told him.

"Sweet! Just what I needed!" Peter excitedly said.

"But, are you sure you could handle the technology we have? The stuff we have there are what the top scientists of our world use." Glynda told him.

"Well I do have a IQ of 250, so I'm sure I could handle it no problem." Peter said as he puts both his hands behind his head.

"2-250?!" Glynda steps back a bit, surprised on how smart Peter is. "We barely have scientists that are that smart. I don't think we even HAVE scientist that smart." She said taken back, while Ozpin just chuckles a bit.

"I guess that makes you a perfect candidate for our school. What do you say, Mr. Parker?" He asked him while drinking his coffee.

"Just let me grab my things and I'll meet you there." He shakes hands with Ozpin.

The headmaster smiles, "Well then. Peter Parker, welcome to Beacon."

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter Parker: Hi, I'm Peter Parker. So this is Beacon Academy. Xavier would WISH he had a place this big.**

 **Weiss: Who are you talking about?**

 **Peter Parker: Oh, someone you don't know Ice Queen.**

 **Weiss: How dare you! I'm the heiress of the Schnee Dust Company!**

 **Ruby: I don't think anyone cares.**

 **Yang: Me neither.**

 **Blake: Just stop talking guys.**

 **Weiss: Seriously, I only just arrived and I already hate you guys.**

 **Peter Parker: Just keep your mouth shut. Give it time, you might actually learn how to make friends.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _A Tangled Beacon_**

 **Peter Parker: The fact I have two schools I'm currently attending is already making me sweat.**

* * *

 **KFX here: So how did you guys like my origin story for Norman Osborn. I essentially combined both his 616 origins with a bit of stuff from the Ultimate Universe. You will see more of Norman Osborn soon enough, as in after the next two chapters he will start showing up. Anyways, time to answer some questions some of you have been asking me:**

\- **-** **About May Burnside? Yes, she is Remnant's version of Aunt May, and we will see more of her later on in the story, along with her husband, which I'm sure 99% of you know who is he and what he's like.**

\- - **Is Aunt May alright? Aunt May's fate is a plot point in this story, one you guys might find creative and plain evil.**

\- - **Will Peter pair up with someone? Like I said in the Overview chapter, Peter will pair up with one of the RWBY girls, but I won't make it as obvious for you guys.**


	10. Vol 1 Issue 7: The Tangled Beacon

_Vol 1 Issue 7: The Tangled Beacon_

"Wow. This place is pretty big." Peter said, amazed as he walks around the airship that is taking the students to Beacon Academy. "Of course, compared to the S.H.I.E.L.D. Helicarrier, its…pretty tiny."

Right now, Peter is wearing his usual blue shirt and brown pants, while also carrying his backpack that has the Iron Spider Suit pieces. He looks into his pocket and takes out the scroll that Ozpin gave him after their talk, to see if there were any crimes he missed.

"Looks like nothing major is happening now. Thank goodness." Peter told himself as he puts back the scroll in his pocket. He continues to walk around until he stops next to a window to get a clear view of the world he's in now. Peter whistles as he looks at the beautiful landscape below him, "Even though I hate traveling through dimensions, especially when it involves the world ending, I do enjoy the time exploring my new surroundings." Peter sighs as he thinks about his previous adventure with Sonic, _"I really did like exploring the world of Mobius, with all the different areas that we explored during that time. I wonder how Sonic is doing right now."_ Peter smiles, _"Knowing him, he's probably having the time of his life, no matter where he is."_

Peter thoughts were interrupted when he hears someone talking a few feet next to him, "Oh, I can't believe my baby sister is going to Beacon with me! This is the best day ever!"

Peter turns around to see two familiar figures, Yang and Ruby. He chuckles a bit to see Yang hugging Ruby hard enough for her to breath. "Please stop." Ruby lowly said.

 _"_ _Sisterly love. You just got to love it."_ Peter thought as Yang continues to hug Ruby.

She let's go of her younger sister for her to catch her breath, "But I'm so proud of you!" Yang excitedly said.

"Really Sis, it was nothing." Ruby calmly told her.

"What do you mean? It was incredible!" Yang said, still incredibly excited that her sister is going to Beacon. "Everyone at Beacon is going to think you're the bee's knees."

 _"_ _Bees have knees?"_ Peter thought to himself. _"I'll have to ask once we land."_ He continues to listen to the girl's conversation.

"I don't want to be the 'bee's knees', okay?" Ruby objected. "I don't want to be any kind of knees! I just want to be a normal girl with normal knees."

 _"_ _Normal? Ha."_ Peter chuckled in his mind. _"With where you're going, normal is the last thing you'll ever get, especially when I'm around too."_

"What's with you? Aren't you excited?" Yang asked, a bit confused on her sister's behavior.

"Of course I'm excited…I just…" Ruby sighed. "I got moved ahead two years. I don't want people to think I'm special or anything." She finished as she lets her head down.

"But you are special." Yang said as she walks over and gives her sister a one-armed hug. "Besides. I heard someone else came here early as well!"

Peter is now starting to sweat a bit, _"Ah nuts. Don't like where this is going."_

"Really!?" Ruby asked, looking up in surprise and excitement, "Who?!"

Yang looks at the direction where Peter is. He notices and immediately looks at the window whistling. She smirks, "I might have an idea."

Ruby looks up at her before looking at Peter, "Is it that guy?" She points at Peter.

Yang looks at Peter closely, _"Haven't I seen that guy before?"_ She starts thinking to herself.

 _"_ _Please, someone distract her."_ Peter pleads, hoping someone or something will keep her company.

As Ruby and Yang walk closer to Peter, they are interrupted by a news report from a hologram. _"Oh thank God!"_ Peter mentally sighed as they all focus on the news report, which so happens to talk about Spider-Man.

"…For the past week now, a mysterious vigilante, known as Spider-Man, has been spotted all across Vale, stopping every crime and theft that has been committed by the White Fang. No one knows who or what this person is, but we are grateful that he is helping us protect our city." A male news reporter said while showing a picture of a blurry image of Spider-Man.

"Hey look, its Spider-Man!" Ruby excitedly said, jumping up and down in place.

"Just wished they had a better picture of him, though." Yang raised an eyebrow.

 _"_ _Good thing I'm working for those guys soon."_ Peter thought with a smile. _"Only one man can get good pictures of Spider-Man, and that would be Spider-Man himself."_

As the other students on the airship get a closer look at the news cast to hear more about their favorite hero, it cuts to another news report, "For our next news, a robbery was led by nefarious criminal Roman Torchwick, who continues to evade authorities. The screen changes to show a mugshot of Roman Torchwick. "If you have any information on his whereabouts, please contact the Vale Police Department. Back to you, Lisa." The male voice finished.

 _"_ _Hmph. Compared to guys like the Kingpin, Silvermane, and Tombstone, this guy is nothing I can't handle."_ Peter thought as he folds his arms. He then continues to listen on what the female voice has to say.

The mugshot on the screen changes to Lisa Lavender, with a photo of animal-eared demonstrators holding signs saying, "WE ARE NOT ANIMALS!" followed by an image of the logo of a growling red wolf's head with three scratch marks.

"Thank you, Cyril. In other news, this Saturday's Faunus Civil Rights protest turned dark when members of the White Fang disrupted the ceremony. The once peaceful organization has now disrupted…" The news feed was caught off when a hologram of Glynda appears.

 _"_ _Damn it, Glynda. I wanted to hear more about the news."_ Peter mentally told himself, since he wants to learn more about the Faunus predicament.

"Hello, and welcome to Beacon!" Glynda greeted the students on board.

"Who's that?" Yang asked.

"My name is Glynda Goodwitch." She replied.

"Oh."

"You are among a privileged few who have received the honor of being selected to attend this prestigious academy!" Glynda congratulated them as she continues talking, "Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now it is our turn to provide you with the knowledge and the training to protect our world." The hologram said before disappearing.

 _"_ _Sure. No pressure or anything."_ Peter thought before looking out the window. _"You know, it just dawn to me. I'm attending two schools now, one here and one back at New York. As if balancing my social life and superhero life was bad enough back home."_

As Peter sighs at himself on how to handle his life, the other students make their way towards the window, with Ruby and Yang following as well.

"Oh, wow! Look, you can see Signal from up here!" Ruby said excited as the other students look down at the town below. "I guess home isn't too far after all!"

Peter rolls his eyes over her comment, _"For you, maybe. For me, it's like a couple dimensions away."_ He sighed wondering how he's gonna get home without the ISO-8.

"Beacon's our home, now." Yang said before looking at Peter, who is just slouching over the window, minding his own business, _"At least, for everyone that is."_

The three of them all hear a passenger groaning and hunching over nearby as runs to the back of the ship.

"Well…I guess the view isn't for everyone." Yang said as she rolls her eyes.

"It was a nice moment while it lasted." Ruby said.

Peter turns around to see the boy running pass him, _"I better check to see if he's okay."_ As Peter moves to check on the air sick boy, his Spider-Sense goes into maximum overdrive, _"What…is going…on…?"_ He slightly crouches down as he rubs his head, _"My head! It never felt this much pain before!"_ He thought as he slowly gets up, with the pain he felt gone. _"That was weird. Why did my Spider-Sense go nuts like that? It never hurt my head that much before."_

As Peter looks out the window, hoping the clear, blue sky would clear his head, what he instead gets is a view of the whole city on fire. The sky is darkened and there are thunderstorms everywhere.

 _"_ _What the…"_ Peter rubs his eyes and looks through the window again, now seeing the clear, blue sky from before. _"Okay, that was also weird. First, my spider-sense goes nuts, and then I start seeing things. All this dimensional travel must be getting to my head."_

As Peter tries to understand what is going on with him, he is interrupted with the sound of someone puking. He turns around to see Yang, Ruby, and 'Vomit Boy'.

"…Oh, Yang, gross! You have puke on your shoe!" Ruby shouted as she points to the puke on her shoe.

"Gross, gross, gross, gross, gross, gross, gross, gross!" Shouted Yang.

"Get-Get away! Get away from me! Get away from me! Get away from me! Get away from me!" Ruby shouted, trying to run away from the puking boy.

Peter just stood there, slightly chuckling, "This may not be my home, but it certainly reminds me of it." He said as the ship is about to land on Beacon Academy.

* * *

Finally landing, 'Vomit Boy' went to the nearest trash can he could find, while the other students passed him without a second's notice. Peter, being the nice guy that he is, goes over to check on the poor soul, "You feeling better?" Peter asked him as the boy finished puking out everything he ate.

The boy slowly looks up at Peter, "Yeah. Thanks for checking on me." The boy said.

"No problem." Peter replied as he puts his hand on his shoulder. "If you need anything, just let me know."

The boy nodded as Peter walks over to the big courtyard in front of him, filled with pillars and decoration, followed closely by a set of towers, displaying a lot of power was inside.

Peter smirks as he walks through the courtyard with his hands in his pockets, "Charles Xavier wished he had a school this big. I do wonder how he pays for the mansion though."

As Peter continues to walk around, his Spider-Sense goes off again, only not as painful this time, "Great, now what?" He looks around to see Ruby talking a very familiar person. _"Isn't that the girl who I saved a few days ago? Why is Spider-Sense pointing at her?"_ He then gets a better look at the Dust cloud that is forming around Ruby's nose. _"Let me see: Red Dust cloud plus a little girl's nose equals…"_

An explosion of Dust occurs where the two girls were standing, _"That."_

Peter walks closer to check on the two. He sees Weiss covered in ashes, while also berating Ruby for making a mess.

"Unbelievable!" Weiss shouted. "This is exactly the kind of thing I was talking about!" She said as she cleans herself up.

"What! About the fact you keep shaking that red Dust bottle up close to her." Peter said, as he walks up to the two girls, gaining their attention. "Or the fact you keep talking without knowing the consequences of your actions." Peter crossed his arms.

"What makes you the judge of me?" Weiss asked annoyed.

"No one, just wanting to see how you would react when someone talks back at you." Peter said with a mischievous smile.

"Do you even know who you are talking to?!" She shouted at him while crossing her arms.

"Nope." Peter immediately said while shaking his head.

While Ruby is giggling at the two arguing, Weiss steps closer to Peter, "Hmph. You think you're SO funny, don't ya?!" She asked him.

"Of course. I'm the best there is at what I do, and what I do can be quite hilarious." He pointed to himself. "But for you, I'll try to be a better comedian, okay princess?" He puts his hand on her shoulder, only for her to slap it off.

They all hear a few footsteps coming their way, "It's Heiress, actually." Said Blake, who so happens to be attending Beacon as well.

Peter smiled at her, which she gracefully returned, before turning back to the Weiss problem at hand, "Weiss Schnee, heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the world."

Weiss starts to smile smugly, "Finally, some recognition!" She said, which made Peter rolls his eyes.

"The same company infamous for its controversial labor forces and questionable business partners." Blake finished, which made both Peter and Ruby laugh a bit.

"Wha…" Weiss was left a little speechless. "How dare you?!"

Peter wipes a tear from his eye, "Don't want to bring that up when making friends." He said, making Weiss turn angrily at him. "Hey, I'm only trying to help. Just be glad I didn't record this. Or did I…" He mischievously looks at her, which caused Weiss to just storm off, not before snatching the bottle from Blake.

"Try not to shake it this time!" Peter shouted at her. "I hear the results can be really explosive!"

He turns around to see Ruby just laughing very hard at his joke, and then looks at Blake who just slightly giggles, "I'm glad that there are some people out there that likes my jokes." He smiled.

Ruby wipes a tear from her eye, "You're way funny than my sister. Perhaps you can give her lessons in comedy."

"Sure, why not." Peter said as he turns to Blake. "So any reasons why you are here?"

Blake smiled, "I should be asking you the same thing. Don't you have a mugger to chase down or something?"

Peter rubs his head, "Not at the moment. I'm sort of…grounded."

"Why?" Blake asked. She then sees Peter pointing to his hand, now understand what he meant, "Oh. Grounded." She then starts walking away from Peter, "I'll see you later." She waves at him.

Peter waves back, "Sure, assuming nothing else happens until then."

As Blake walks away, Peter is now all alone, "Now wasn't there someone else here, or was I imaging things?" He then hears someone collapses next to him, as he turns around to see Ruby on the ground, "Oh, right. Her."

Ruby is currently on her knees as she sighs, "Welcome to Beacon…" She said, closing her eyes until a shadow comes over her.

"Ah, thank you. I was wondering when the greetings were gonna start." Peter said as Ruby saw his outstretched hand and smiling face when she opened her silver eyes. "Of course I thought we were going to some light show about a Beacon, not a school academy."

She takes his hand as Ruby pulls herself up, "Thanks. The name's Ruby Rose." She said, now looking a bit more chipper and happy.

"The name's Peter Parker, expert comedian." He told her.

Ruby giggled as she remembers the joke Peter made before, "Yeah, I know."

The two hear footsteps coming closer to them, as they see a blonde guy with a sword approach them. "Hey, I'm Jaune…" He shyly said.

"Hi Jaune." Peter replied with a smile. "My name is Peter Parker, and this is my lovely sidekick Ruby." He points at her.

Ruby turned to Peter, "Hey, who said I was your sidekick!" She childishly retorted while she's flailing her arms around. She then gets a closer look at Jaune. "Aren't you the guy that threw up on the ship?" She asked him, making him nervous.

Peter just face palms, _"That's definitely not the best way to greet someone."_

* * *

The three are walking around Beacon, which are filled with scenic tress, arching architecture, and a winding road alongside a river.

"All I'm saying is that motion sickness is a much more common problem than people let on!" Jaune protest to Ruby, while Peter just mind his own business.

Ruby laughs, "Look, I'm sorry! Vomit Boy was the first thing that came to mind." She told him.

"Oh, yeah?" Jaune said. "What if I called you Crater Face?" He asked.

"Crater Face?" Peter finally spoke up. "You really need to think of better material, Jaune. Otherwise people won't take you seriously when you make lame quips like that."

"Yeah, I guess so." Jaune looked at the ground before looking back at them. "Anyways, the name's Jaune Arc! Short, sweet, rolls off the tongue, ladies love it!" That made Peter and Ruby stop for a bit while looking at Jaune with a questioning look.

"They do?" They both asked him at the same time.

"They will!" Jaune quickly replied as they start walking again. "Well, I hope they will."

"Eh, trust me. It might take a while." Peter said to him.

"How are you so sure?" Jaune asked him, a bit curious.

"Let's just say you and I have a lot in common." Peter answered, since he could tell that Jaune is like him back when he was in middle school and high school.

After a bit of silence, Ruby decided to talk. "So…I got this thing!" She pulls out her Crescent Rose and stabs it into the ground.

"Whoa!" Jaune said, surprised that she is carrying such a big weapon. "Is that a scythe?!"

"It's also a customizable, high impact velocity sniper rifle." Ruby said with a smile.

Jaune turns to Peter, as he asked, "A wha-?"

"It's a gun" Peter replied as Ruby pumps the gun part.

"Oh." Jaune said, "That's cool!"

"So what've you got?" Ruby asked him.

"Oh! I, uh…" Jaune brings out his blade. "I got this sword!"

"Ooooooohhh!" Both Ruby and Peter said at the same time.

"Yeah, and I've got a shield, too!" Jaune takes out his scabbard, raises his arm and expands the metal into his defense.

Ruby touches his shield, "So, what do they do?" She asked, curious. She touches the shield, making it retract from his arm, expands, and retracts again before it back in place and finally shrinking it down for good, placing it on his belt.

"The shield gets smaller, so when I get tired of carrying it, I can just…put it away…" Jaune explained.

"But…wouldn't it weigh the same?" Ruby asked.

"Yeah, it does…" Jaune said, dejected.

They both turn around to Peter with curious looks, as he hasn't been speaking in a while. "What? Is something on my face, or clothes?" He asked looking around his body.

"No. We're just wondering where is your weapon?" Ruby asked him.

"Oh. Actually, I don't have any." He said, while rubbing the back of his head.

Ruby and Jaune are surprised to see their friend come to a school without any weapons. No weapons! Not so any!" Ruby shouted.

"Nope." Peter said. "I've always been trained to fight in hand to hand combat. That's how I am, of course I could make myself some weapons once we settle in." He finished.

Ruby eyes widened in excitement, "Really!? You can make your own weapons?!"

"Yeah, but it might take me awhile, since you know, school and all." Peter nervously chuckled, since he would also be busy being Spider-Man as well as fixing his Iron Spider Suit and ISO-watch.

Ruby giggled for a bit, "Well, I'm also kind of a dork when it comes to weapons, sooo…I guess I did go a little overboard when designing it."

 _"_ _You would be great friends with Tony Stark then."_ Peter thought.

"Wait, you made that?!" Jaune asked confused.

"Of course!" Ruby said with a slight nod. "All students at Signal forge their own weapons."

"How about you, Jaune?" Peter asked him. "Did you build that, or was it a hand-me down?"

"A-a hand me down." Jaune said with his head slightly down. "My great-great-grandfather used it to fight in the war."

"So it's a family heirloom?" Both Peter and Ruby said at the same time.

"Ye-yeah." Jaune nervously said.

"Well, I like it!" Ruby said. "Not many people have an appreciation for the classics these days."

"Yeah…" He said as he puts away his sword. "The classics…"

Ruby turned back to Peter, who just lost in thought, "Peter?"

"Huh." Peter broke his train of thought. "You said something, Ruby?"

"Yeah. You seem…lost." Ruby asked him.

Peter just scratches his head, "I'm just…thinking."

"About what?"

Peter sighed, "Nothing important." He then looks around, trying to find a way to change the topic, "So, where are we going exactly?"

"Oh, I don't know! I was following you guys." Jaune said. "Y-You think there might be a directory?"

"Doubt it. Maybe a food court, or some kind of landmark we're not seeing." Peter replied. "Let's just continue to walk around, okay."

"Sure." Jaune said as he and Peter starts walking. Peter noticed Ruby hasn't moved an inch, "Ruby, you coming?!" He shouted.

Ruby blinked for a second before realizing she has been called, "Y-yeah! I'm coming!" She then starts running to catch up with the two, but she is still thinking about Peter's behavior as she looks at him, _"Peter, are you sure you're feeling alright?_ She thought as they continue to walk around the school.

* * *

The small group have approached the front entrance to the school, where they enter the giant auditorium filled with people. Ruby looks over to hear her sister's voice.

"Ruby! Over her! I saved you a spot!" Yang said, waving at Ruby.

Ruby looks at the other two boys with her, "Oh! Hey, I-I gotta go! I'll see you after the ceremony!"

"Sure, see ya!" Peter waves at her as she goes leaves to be with her sister.

"Hey, wait!" Jaune sighed a bit. "Great. Where am I supposed to find another nice, quirky girl to talk to?!" He said to himself, unware Peter is still next to him.

"Well, I am nice, quirky is something people love me for, but a girl, nuh-uh." Peter puts his arm around the Jaune's shoulder, "Come on. Let's see if we can find any seats." He drags the boy across the room, both not realizing that there is a girl with a long, red ponytail, in light-brown and bronze armor.

Ruby is crossing her arms against her chest, standing beside her older sister, "How's your first day going, little sister?" Yang asked innocently.

"You mean since you ditched me and I exploded!?" Ruby shouted.

"Yikes! Meltdown already?" She calmly asked.

"No, I literally exploded a hole in front of the school…" Ruby said, raising her hand. "And there was fire some fire, and I think some ice…?" She said to her sister.

Yang smiled broadly, "Are you being sarcastic?" She taunted her.

"I wish!" Ruby scoffs, not knowing Weiss is standing right next to her. "I tripped over some crabby girl's luggage, and then she yelled at me, and then I sneezed, and then I exploded, and then she yelled at me again, and I felt really, really bad, and I just wanted her to stop yelling at me…!"

She was caught off-guard when a loud "You!" was screamed really close to her, making her jump to her sister's arms.

"Oh god, it's happening again!" She cried.

"You're lucky we weren't blown off the side of the cliff!" Weiss said with her arms against her waist.

"Oh my god, you really exploded." Yang softly said in sudden realization.

"It was an accident!" Ruby claimed as she gets off of Yang. "It was an accident! She said to Weiss, only to be met with a pamphlet about Dust. "What's this?"

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product." Weiss started to say, but now in a higher pitch. "Although not mandatory, the Schnee Family highly encourages their customers to read and familiarize themselves with this easy to follow guide to Dust application and practices in the field."

"Uuhhh?" Ruby tried to process all what she had heard, but couldn't'.

"You really wanna start making things up to me?" Weiss asked.

"Absolutely?" Ruby said, unsure.

Weiss hands her the pamphlet, "Read this, and don't ever speak to me again."

"Look, it sounds like you two got off on the wrong foot." Yang said while scratching the back of her head. "Why don't you start over and try to be friends, okay?" She asked, hoping this would lead to a more peaceful solution.

"Yeah!" Ruby excitedly said. "Great idea, sis!" She holds out her hand to Weiss as she clears her throat. "Hello, Weiss! I'm Ruby! Wanna hang out? We can go shopping for school supplies!"

Weiss, who hasn't shaken Ruby's hand yet, suddenly raises her hands beside her head. "Yeah! And we can paint our nails and try on clothes and talk about cute boys, like tall, blonde, and scraggly over there, and his friend, tall, facetious, and scrawny over there." She finished while pointing at Jaune and Peter, who the former notices, but Peter is standing there, crossing his arms, like he is in deep thought.

"Wow, really?!" Ruby excitedly asked, not understanding her sarcasm.

There were a few seconds of silence between the two, until Weiss just plainly said, "No."

"Ahem…" Came from a man which got the student's attention, well everyone except for Peter of course. "I'll…keep this brief." Ozpin said as he puts up his glasses. "You have traveled here today in search of knowledge, to hone your craft and acquire new skills, and when you have finished, you plan to dedicate your life to the protection of the people. But I look amongst you, and all I see is wasted energy, in need of purpose, direction." He said, which got all the students whispering among themselves. Ozpin continues with his speech, "You assume knowledge will free you of this, but your time at the school will prove that knowledge can only carry you so far. It is up to you to take the first step." He finished.

As Ozpin leaves, Glynda steps up to talk, "You will gather in the ballroom tonight; tomorrow, your initiation begins. Be ready. You are dismissed."

"He seemed kind of…off." Yang said after the speech.

"Yeah…" Ruby focus her attention at Peter, who doesn't look like he was paying attention at all, since he was still thinking to himself. "…It's almost like he wasn't even there." She said, referencing both Ozpin and Peter.

"I'm a natural blond, you know!" Jaune said from Weiss' side, making her face palm.

Peter hasn't moved an inch ever since Ozpin's speech, as he was thinking about something, _"Was is a good idea for me to come to this school?"_ He mentally told himself. _"My presence here could put all these students in danger, just like before."_ He starts to have flashbacks back on Earth, when Norman Osborn first became the monster Goblin and went to look for Peter at his school, destroying everything in his path. _"I mean, at least I know these guys could put up a fight."_ He thought while looking at all the students with weapons. _"But I doubt they have experience fighting god-like creatures or aliens invading the planet like I have. Besides, against the Goblin, they would all be destroyed instantly, since he would destroy anything in his path to get what he wants and he won't show any remorse what's so ever."_ Peter sighed as he just walks away, not evening hearing that Ruby is calling him.

"Peter! Hey, Peter!" She shouted, but he just ignored it. "I wonder what's wrong with him?" She frowned.

Yang puts her hand on Ruby's shoulder, "We'll ask him later, okay." Ruby nods as they both exit the auditorium.

* * *

It's the first night at Beacon. Everyone is in pajamas, laying out their sleeping bags. Ruby is currently writing in a journal while wearing pajamas with a sleeping mask around her head. She was calmly writing, that is until Yang decided to crash next to her.

"It's like a big slumber party!" She said as she drops besides Ruby in her pajamas.

"I don't think dad would approve of all the boys though." Ruby said, while still writing in her journal.

"I know I do!" Yang said as she purrs, watching several muscular, shirtless guys, but immediately starts to groan as she sees Jaune, dressed in feetie pajamas, waving at her. She puts her attention back to Ruby. "What's that?" She asked her.

"A letter to the gang back at Signal." Ruby simply answered. "I promised to tell them all about Beacon and how things are going." She said with her feet raised up.

"Aww, that's so cuuute!" Yang said, but is knocked back by a pillow to her face.

"Shut up! I didn't get to take my friends with me to school! It's weird not knowing anyone here!" Ruby angrily said.

"What about Jaune? He's…" Yang started, only to find it's hard to say anything nice about him, "…nice. There you go! Plus one friend! That's a hundred percent increase! Add Peter in and you got another hundred percent increase! That two hundred percent increase in total!" She said, trying to cheer up her sister.

"I'm pretty sure Weiss counts as a negative friend." Ruby said as she turned around her back. "Back to one."

"There's no such thing as negative friends." Yang said, "You just made two friends and one enemy!" She said, only to receive another pillow to the face. "Look, it's only been one day. Trust me; you've got friends all around you! You just haven't met them yet!"

"I know that, but…" Ruby started as she frowns.

"But what?" Yang asked.

"Peter." She looks at her older sister. "There's something about him that I'm worried about. Like he's all alone and he couldn't do anything to change it."

Yang looks down, "Yeah. He did seem pretty lonely, not to mention distracted."

As the two look down at their pillows, they notice a candle being lighted up nearby, which was caused by Blake, who is leaning against a wall, reading her book.

"That girl…" Ruby started.

"You know her?" Yang said with interest.

"Not really. She saw what happened this morning, but left before I could say anything." Ruby said. Suddenly, she realizes something, "But she knows Peter, like they talked before. She must know what's wrong with him."

"Well, now's your chance!" Yang happily said as she stood up and dragged her sister to the hidden cat.

"Hey, wait! What are you doing?" Ruby protested, but her words fell on deaf ears as she was dragged against her will.

Meanwhile with Peter, he is currently taking a shower, one that he has been hoping for a very long time. But he doesn't seem so happy about it, as he is just staring at the water coming down him, as he hears a faint and familiar laugh in his head. Peter winces as he shakes his head, "Goblin. Even in death, you still haunt me." He quietly told himself as he continues to shower himself.

Back with Ruby and her predicament, she is still struggling to get out of Yang's grip as they both meet with Blake, who looks over her book to see the both of them.

"Hel-looooo!" Yang said in a song like voice. "I believe you two may know each other?" She asked Blake.

Blake gets a closer look at Ruby, "Aren't you…that girl that exploded?" She stated.

"Uh, yeah! My name's Ruby! But you can just call me Crater…" She smiles as she tries to stop her embarrassing nickname. "Actually, you can just call me Ruby."

"Okay." Blake replied while looking at her book.

Yang turned to her little sister, "What are you doing?" She whispers to her.

"I don't know…" She whispers back before smiling again. "Help me!"

"So…What's your name?" Yang asked, trying to find a way to start the conversation.

Blake sighs as she is distracted again, "Blake."

"Well, Blake, I'm Yang, Ruby's older sister! I like your bow!" Yang complemented her, but it just left Blake irritated.

"Thanks!"

"It goes great with your…pajamas!" Yang said, struggling to say something to her.

"Right…"

"Nice night, don't you think?" Yang said, which makes Ruby laugh uncomfortably.

"Yes, it's lovely! Almost as lovely as this book!" Blake said at the standing Ruby and Yang. "That I will continue to read." She said as the two are still standing in place. "As soon as you leave!"

Yang looks at Ruby, "Yeah, this girl's a lost cause. She told her, but Ruby moves closer to Blake.

"Blake…" Ruby started talking, which doesn't get her attention. "Do you know anything about Peter?"

That last name got Blake's attention as she puts down her book, "What do you want to know about him?" She said, a bit nervous if they know his secret identity.

"We're just worried about him." Ruby told her. "Do you know what's bothering him? You two seem to be good friends."

"To be honest, I don't know much about Peter." Blake said, while lying a bit to hide his identity. "I just know that he's someone that would do anything to help others, even if he has to sacrifice his own life."

"Really? Is that true?" Ruby asked her, which Yang is also curious about as they both move closer to Blake for more answers.

"Come on. Blake. Are you actually being modest about me?" A voice says from the corner of the room, which got all three girls attention. They turn around to see Peter standing next to the wall, without a shirt of course, revealing his six pack. He moves closer to the group, "You know, I'm not the biggest fan when people gossip about me, unless of course it's about how cool I am." He sits down with the girls, where he receives a smile from Ruby and Blake, while Yang immediately moves closer to Peter, while showing off her flirtatious eyes.

"I knew I recognized you from somewhere." She said as she moves closer to Peter. "Didn't I meet you in Junior's club?" She asked the hidden hero.

"Oh, right." Peter said, with not the sound of surprise in his voice, "Didn't you blow up the place when I left."

"Yeah, but at least I was able to team up with Vale's own Superhero." She said with a smirk, as she leans right onto Peter's shoulder, making him slightly uncomfortable.

That last comment made Blake's eyes widen as she looks at Peter, who doesn't seem to notice as he is too distracted with Yang. "Anyways, Peter." Ruby said to get his attention. "I was wondering about something."

"About how I am a good jokester?" Peter pointed to himself. "Too bad the ice princess doesn't think I'm too funny. I'm hilarious!"

"No, you are not!" A sudden voice said from behind him. "I told you that I'm not a princess, now show some respect!" Weiss demanded from him.

Peter turned around to her face, "You certainly act like a princess, a stubborn one at that." He said to her, making her even more angry.

"Oh, shut up! Don't you realize some of us are trying to sleep!?" She screamed at him.

Peter simply ignored her as he puts a finger in his ear and scratched. "If you keep up that tone of voice, it's a wonder any of us will go to sleep at all." He said.

"You fool!" She screamed at Peter. "You think everything is a joke? You think making a joke all the time will make the situation any different? In real combat, people die if they don't take things seriously, but I doubt you would know anything about loss and death!" She finished as she crosses her arms, thinking that she won their little argument.

The sisters and Blake look at Peter, concerned if he is okay. Peter then looks at Weiss with a more serious face, "Actually, I do know about what it's like to lose someone, multiple, multiple times." He told her, while keeping his cool.

That comment made Weiss look at him a bit shocked, wondering if he's telling the truth, "For the past two years, I've been in fights that you couldn't possibly imagine. The kind that have left me at death's door multiple times. And if not me, but those close to me, and unfortunately none of them ever made it." He said, which shocked all four girls, mostly Weiss in particular, being caught off guard at this sudden realization from Peter. He continues to stare at her, which causes her to be afraid a bit, "So don't go around telling me that I don't know what it's like to lose those close to you, trust me on that. So what about you back off, before I really lose my cool." He said in a serious tone, while also making a pun, but it didn't matter as it made Weiss just walk away from him in fear.

Peter sighed while he closed his eyes. He then turned to see the other remaining girls staring at him, a bit worried for him, and a bit scared for him, "Sorry, that you have to hear that. Just getting really tired of her yapping all the time, you know." He said as he sits back down.

"Yeah, we understand." Yang said as she puts her arm around his shoulder, "We didn't realize the kind of pain you must be going through."

 _"_ _That wasn't even the half of it."_ Peter thought.

Yang let's go of Peter before turning to her little sister, "Come on, Ruby. Let's get ready for tomorrow."

"Um, yeah." Ruby said, while she still looks at Peter as she is dragged away by her older sister. Now she's the one in deep thought, can't even comprehend the pain Peter must have been going through for the past two years, _"Peter…"_ She thought as she goes back to her bed.

Peter sighed again until looking at Blake, who was holding her book in one hand, "So, how's that book?" Peter asked her.

"You don't want to talk about it." Blake asked him, ignoring his first question.

Peter looked down, "No. Trust me, you don't want to know everything about me. You wouldn't imagine what I've been through."

 _"_ _I can imagine."_ She closed her book before looking at Peter again. "Well, if you don't want to talk about your past, perhaps we can talk about something else then."

"Like what?" Peter raised an eyebrow.

"What about the guy with a fishbowl you told me before?" She said with a smile.

Peter smiled as he gets ready to sleep in a bed next to her, "Sure, why not. I can probably tell you the time I fought a giant lizard." He said as he lays down, getting ready to sleep.

Blake smirks as she gets ready to sleep, _"Why do I have the feeling this year is gonna be an interesting one?"_ She thought, wondering the sorts of adventures and hijinks will come when Peter is around doing is usual thing.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. So we have to do what now?**

 **Ozpin: For this initiation, you will have to find a partner while also searching for some relics in the forest in front of you.**

 **Peter: Partners? Relics? Forest? This is some kind of joke, right?**

 **Ozpin: Does it look like I'm joking?**

 **Peter: I don't know. Kind of hard since you love to stuff your face with that coffee mug of yours.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Forest of Doom_**

 **Peter: I have forgot to mention I don't like giant birds that like to kill me.**

* * *

 **KFX here: Don't have much to say besides Goblin is gonna appear soon. And if you are one of those people who are worried that this is a Harem story, ITS NOT! If there is one theme that this story is gonna have is that it involves family, which you'll understand later down the road.**


	11. Vol 1 Issue 8: Forest of Doom

_Vol 1 Issue 8: Forest of Doom_

 ** _"_** ** _PARKER!"_** A dark and monstrous voice calls out to him.

"Uh, what?" Peter is now standing in some sort of void, with no end in sight. "Hello? Where am I?" He calls out, but no one answers him.

 ** _"_** ** _PAAARRRKKERRR!"_** The voice said again, this time getting louder. As Peter starts to trek in this endless void, the scenery changes from pitch black to a fiery red.

"What is going on here?" Peter asked himself, as he finds out that he is on top of some sort of rooftop that is on fire. "Is this…New York?" He asked himself, but then he looks around, looks at the burning city around him, and notices it's not New York, "No. This is Remnant? But…how?" He asked himself.

A faint, but sinister laughter is heard from behind him. As it gets louder and louder, Peter turns around to see a monster. While most of its body is a silhouette, Peter can still see the purple line openings all over its body, which look to be filled with purple magma. He can also see spikes all across the body, and even the wings behind the creature's back.

"What is that? A Grimm, but…how does it know my name?" Peter asked, horrified as he takes a step back on the edge of the rooftop. "Whoa!" He shouts as he is about to fall off.

 ** _"_** ** _DIE! DIE! DIIIIIEEEE!"_** The monster shouts as he conjures up a purple fireball and throws it at Peter, making him fall off the rooftop and scream as he is about to hit the streets below.

"Ahhh…" Peter, now in a mattress, wakes up to find himself at the Beacon Academy Ballroom, where everyone is still asleep except for him. Peter looks around to see if he woke up anyone, but thankfully he didn't scream that loudly. He turns to his right to see Blake, still sleeping like she's a kitten.

Peter touches his forehead and finds out that he was sweating pretty badly. He sighs, _"Great. It was only a nightmare. I need to go outside for a bit."_ He thought as he quietly gets up and walks out to the ballroom, not realizing that Blake was awake, looking at the restless hidden hero as he lets himself out. _"Peter…"_ She thought as she quietly gets up to follow him.

Blake follows Peter to find him sitting on a chair on a Balcony. She hid herself behind a corner so Peter can see her. Peter however is just looking at the clear, night sky, thinking about whatever is on his mind, that is, until another person enters his mind, _'What's the matter, Peter? Can't sleep well?'_ The voice in his head asked him.

 _"_ _Madame Web."_ Peter recognizes the voice in his head. _"What are you doing in my head?"_

 _'_ _Just to see how you are doing.'_ Web replied to him. _'Are you alright? You don't seem yourself today.'_ She asked with concern.

 _"_ _It's just…"_ Peter said, mentally. _"Was it a good choice for me to come to this school? I'm putting a lot of people here in danger just by sitting here."_ He told Web in his mind.

 _'_ _You make it sound like someone already knows your identity if you think someone is coming after you here.'_ Web said.

 _"_ _True, but…"_ Peter makes a frown face. _"It's only a matter of time until someone figures me out, and would do everything in their power to stop me."_

 _'_ _Well then. Aren't you glad you have people here that could help you out when you need it.'_ Web said with a smile, even though you can't see it.

 _"_ _Well it's not like I'm going to be on a team with anyone. I'm a loner. I don't mind the usual team up, but the majority of the time I work best alone."_ Peter mentally told her.

 _'_ _Then you would be surprised what happens during your initiation soon.'_ Web told him. _'Remember, Peter. No matter the challenges you will soon face, always remember you have friends to back you up, no matter the situation at hand. And don't worry about the students here. They may not seem like it, but they could put up a good fight when the time comes, especially as a team. You just got to believe in them, just like they believe in you.'_ Web then disappears from Peter's mind.

 _"_ _Believe in me? What, am I some sort of role model to these guys? Ah well…"_ Peter asked as he stands up from the chair, prompting Blake to go back to her bed. _"Let's see what tomorrow brings us, shall we."_ He thought as he heads back to the ballroom.

* * *

It is now the morning at Beacon Academy, and everyone is getting ready for initiation today. Peter Parker, after finishing breakfast, is now in the locker room, trying to find his locker.

"616?" Peter asked himself as he walks in the hallways of the locker room. "Why does that number seem oddly fitting?" Peter continues to find his locker until he hears a very high, and girly voice near him.

"I know! We'll have some sort of signal! Like a distress signal!" The girl gasp before continuing. "A secret signal so we can find each other in the forest! Can you imitate a sloth?" She asked the boy next to her, who looks like he doesn't want anything to do with the conversation.

"Nora…" The boy said to her.

"Yes, Ren?" Nora said.

"I don't think sloths makes a lot of noise." Ren said, trying to calm his friend down a bit, while also putting away his weapons in his sleeves.

 _"_ _Sloths? No. Spiders? Absolutely."_ Peter thought to himself before chuckling for a bit, since he's known to always talking and never shutting up.

Nora thinks for a bit before talking, "That's why it's perfect!" No one will suspect we're working together!" Nora excitedly said.

Ren smiles as he shuts his locker, "Come on Nora, let's go." He then starts walking away.

"But not 'together-together…'" Nora giggled before skipping to catch up to Ren.

 _"_ _Why does those two remind me of Sonic and Amy?"_ Peter thought as he just shrugs it off before continuing to find his locker. He stops to find Ruby and Yang next to him.

"I wonder what those two are so worked up about?" Ruby asked while opening up her locker.

"Probably because they just discovered the lost treasure of Remnant." Peter said, surprising the two as they turned around to see him.

"Peter, hey!" Yang said as she puts her arm around his shoulder. "How ya been? Had any sweet dreams last night, especially about me?" She looks at Peter with lust in her eyes, which makes him a bit uncomfortable.

"Oh I did have sweet dreams, just nothing involving you of course." Peter replied, which made her hit his shoulder lightly. Peter then turns to Ruby, "So Ruby, you seem awfully chipper this morning. Did Yang tell you any good jokes lately?" He asked the little Huntress in training.

"Yeah, but none of them weren't exactly good." Ruby replied, which caused her big sister to look down a bit.

"Oh I'm sure they were hilarious." Peter told her, getting her spirits up. "Guess some people don't fully understand the quality of our humor." He said with a smile.

"Oh, thanks Peter!" She hugged him tightly, making it hard for him to breath.

"Please…let go." Peter struggles to let go, but the blonde girl doesn't seem to know her own strength.

Ruby giggles as she sees the two bond, "Anyway, I think today is where we skip pass the awkward small talk or 'getting-to-know-you' stuff." Ruby said, getting the two's attention as Yang let's go of Peter, with the latter finally being able to breathe again. "Today, I get to let my sweetheart do the talking." She said as she starts stroking her scythe and holding it up close.

"Did she end up adopting it, or something?" Peter lowly murmured to Yang, who simply shrugged in response.

"Well, remember, Ruby, you're not the only one going through initiation." Yang reminded her while crossing her arms. "If you wanna grow up, you're gonna have to meet new people and learn to work together."

Ruby sighs in frustration, "You sound like Dad." She said as she shoves her weapon into her locker. "Okay, first of all; What does meeting new people have to do with fighting? And secondly: I don't need people to help me grow up! I drink milk!" She finished saying.

"She has a point." Peter turned to Yang. "About the whole drinking milk to grow up stuff." He said, which caused Yang to roll her eyes.

"But what about when we form teams?" Yang asked her little sister.

 _"_ _Teams…"_ Peter thought to himself. _"Well, Madame Web insisted that I work together in a team, even though that might end in a disaster. Ah well, it's not like this world has any Supervillains, or villains that I can't handle anyways."_

Ruby starts to act nervous, "Um, I don't know, I…I'll just be on your team or something…" She said.

"Maybe you should try being on someone else's team?" Yang said while stroking her hair. "Like Peter. You could join his team." She said as she looks around for the boy, but he is suddenly separated from the two. "Hey! Where did he go?!" She asked as she sees Peter walking away whistling from her left side. "Peter!"

"My dear sister Yang, are you implying that you do not wish to be on the same team as me?" Ruby said as she puts her hand on her hips.

"What? No! Of course I do! I just thought…" Yang thinks of an excuse. "I don't know, maybe it would help you…break out of your shell!"

"What the-?!" Ruby suddenly shouted, which caught Peter's attention as he turns around to see the commotion. "I don't need to 'break out of my shell'! That's absolutely…"

"Ridiculous!" Jaune said as he passed the two, arguing sisters with a little piece of paper in hand. "There's no way I put my gear in locker 636 yesterday. I would've remembered having to count that high!" He said as he continues to walk pass Peter, not even stopping to say high to him.

 _"_ _Well sheesh. Somebody's distracted."_ Peter thought to himself as he makes his way towards Jaune. _"I should probably help him out, before he finds himself at the cafeteria."_

As Peter tries to catch up to the distracted, blonde knight, he sees a familiar white heiress, as she appears to be talking to a red headed girl. _"Huh. Did I find this world's Mary Jane? I'm starting to find out that this world has a lot more similarities to mine. As long as this world doesn't have a Goblin, I COULD get used to here."_ He thought to himself as he makes his way to the two girls.

"So Pyrrha, have you given any thought to whose team you'd like to be on?" Weiss asked the red headed girl. "I'm sure everyone must be eager to unite with such a strong, well known, individual, such as yourself."

"Hmmm." The red head said in thought. "I'm not quite sure. I was planning on letting the chips fall where they may."

"Well, I was thinking maybe we could be on a team together." Weiss said, trying to be as friendly to her as possible.

"What is this I'm seeing? Weiss actually being nice to someone." Peter said getting their attention, which calls Weiss to scowl at him and Pyrrha to turn around wondering who the newcomer is. "I guess someone has been improving in how to make friends." He said.

Peter then turns around to Pyrrha, "And who might you be?" He asked nicely.

"Seriously?!" Weiss shouted at him, causing him to focus his attention on the white princess. "Do you have any idea who you are talking to?!" She asked him.

Peter looks at Pyrrha, who just waves at him, and then back at Weiss, "Nope."

"This is Pyrrha." Weiss said as she points to the red headed girl.

"Sup." Peter greeted, which she responds with another wave.

"Pyrrha graduated top of her class at Sanctum." Weiss told him.

"Hmmm." Peter said as he crosses his arms to listen to more of Weiss's ramble.

Weiss scoffs, "She's won the Mistral Region Tournaments four years in a row! A new record!"

"Hmmm."

Weiss starts to get annoyed since Peter doesn't seem to care about the other facts, so she just starts thrashing her arms in anger. "She's on the front of every Pumpkin Pete's Marshmallow Flakes box!" She said.

"Hmm-really?!" Peter turned around Pyrrha, suddenly interested.

"Yeah, it was pretty cool." Pyrrha finally said, "Sadly, the cereal isn't very good for you."

"So, after hearing all of this, do you really think you're in a position to not know her?" Weiss asked in indignation.

"Not sure." Peter immediately said, which made the heiress scowl at him hard.

"Oh, don't worry." Pyrrha said as she puts her hand on Peter's shoulder. "I'm sure we'll get to know each other in our time here at Beacon.

Peter smiles at her before turning around and smirking at Weiss, "See, Weiss. It's not bad to actually being good." He said as he starts walking away from the both of them.

Weiss growls in anger as Peter leaves, "Pyrrha, a little help, please?"

Peter continues to walk in the locker room, thinking about what he's gonna do next, like how he's gonna handle a red spear that is coming at him at a fast pace. Peter didn't need his Spider-Sense to sense it coming to him, as he catches the spear, which is called the Milo, with only two fingers.

Both Pyrrha and Weiss were shocked that Peter was able to catch the spear without even turning his head. Peter stops in his tracks, "I hope this spear wasn't intended for me." He then turns his head to the two girls with a more serious look that could even make a Grimm run away in fear, "Because if it was, you better pray we don't meet again." He then twirls the spear in his hand before slamming it hard to the ground, making it stuck to the floor.

Peter turns around as he walks out of the room, leaving Weiss a bit shaken up at seeing the more serious side of Peter again, while Pyrrha struggles to take out her spear from the ground. As she did, she looks at the direction Peter was headed before he left, looking a bit depressed at what she has done, "I'm sorry…" She then stops talking as someone from the intercom system starts talking.

"Would all first-year students please report to Beacon Cliff for initiation?" Glynda said through the intercom. "Again, all first year students report to Beacon Cliff immediately." She finished.

"Maybe I'll apologize to him during initiation." Pyrrha said to herself as everyone in the locker room starts leaving for the Beacon Cliff.

* * *

All of the students, including Peter of course, are at the Beacon Cliff, overlooking a forest. They are standing on silver tiles, with Peter standing between Ruby and Jaune, and in front of a mug-holding Professor Ozpin and Glynda with her tablet.

"For years you have trained to become warriors." Ozpin started talking. "And today, your abilities will be evaluated in the Emerald Forest."

Glynda quickly took over for him, "Now, I'm sure many of you heard rumors about the assignment of teams. Well, allow us to put an end to your confusion. Each of you will be given teammates…today."

 _"_ _Huh!"_ Peter mentally said as his eyes widen. He even heard Ruby say "What?", along with some other students.

Ozpin continues to explain the about the teams, "These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well."

Peter hears Ruby groan next to him as Ozpin continues talking, "That being said, the first person you make eye contact with after landing will be your partner for the next years." He finished as he sips some more of his coffee.

Ruby lets out a loud "What?!" while Peter just groans next to her.

 _"_ _The only reason why I am not screaming at the top of my lungs now is because Madame Web told me so. Don't know why I am listening to her, half the things she says don't even make sense."_ Peter thought as he hears Nora speak to Ren nonchalantly, "See? I told you!"

"After you've partnered up, make your way to the northern end of the forest." Ozpin continued. "You will meet opposition along the way. Do not hesitate to destroy everything in you path…or you will die." He finished as he heard Peter groan again.

"You will be monitored and graded for the duration of your initiation." Ozpin said with a slight smirk, "But our instructors will not intervene." He finished as he dropped the smirk. "You will find an abandoned temple at the end of the pat containing several relics. Each pair much choose one, and return to the top of the cliff. We will regard that item, as well as your standing, and grade you appropriately. Are there any questions?" He asked.

"Yeah," Peter said, getting Ozpin's attention, "Last time I checked, there are seventeen of us. So I'm guessing someone is not gonna have a partner?"

Ozpin thinks about it for a second, "Keen eye, Mr. Parker, but that one person without a partner will be graded like the rest of the students, though I don't recommend being said person."

"Trust me, there is a big chance it will be me, whether I want it or not." Peter said before groaning again.

"Are there any other questions?" Ozpin asked as the students get ready to fly off.

"Y-yeah, um, sir?" Jaune asked while raising his hand.

"Good." Ozpin replied as the first student was sent flying off to the forest.

"Um, sir, I have a question." Jaune said as it was Weiss' turn to get thrown off. "So this landing strategy thing, uh, what is it? You're like dropping us off or something?"

"No." Ozpin calmly answered. "You will be falling."

"Oh, I see, so did you like, hand out parachutes for us?" Jaune asked as another student is sent flying.

"No." Ozpin calmly answered again. "You will be using your own landing strategy."

Peter saw Yang wink at both him and Ruby before putting on some sunglasses and being sent off. He then sees Ruby giving him a smirk before she too gets sent flying.

Peter takes position as he crouches down low, "Okay, let's see how I do THIIIIIISSSSSSS…" Peter screamed as he is sent flying off, leaving Jaune all by his lonesome on the cliff.

"Uh, what exact is a landing strategYYY!..." Jaune screamed as he sent off flying from the cliffside.

Peter is flying through the air, as he feels the winds rushing through him like if he is web swinging, _"This feels like the time me and Sonic were facing off against the Vulture back at Mobius, only with more solid ground."_ He then looks around to see other students using their weapons to come up with a landing strategy, like Ruby and Yang using their guns to manipulate the air, while people like Ren use a tree to fall down, and Pyrrha is crashing through several trees and rolls on a branch, while also taking aim at poor Jaune, who was able to catch him to a tree with her spear.

"Thank you!" Jaune screamed from halfway across the forest.

"I'm sorry!" Pyrrha shouted back.

"Okay, then!" Peter said to himself, "With no one watching, it's time for me to safely land with a web net." Peter tries to shoot out a web, but forgot that he has no web fluid, "Right, forgot about that!" He screamed as he crashes into a couple of branches and trees. Luckily, he was able to catch onto one branch, "Yes!" Unfortunately, the branch broke, "No!" Peter shouts as he falls down to the hard ground.

Peter slowly gets up from the fall, "Well that wasn't so bad." He jinxed himself as a bunch of leaves fall on Peter, "I officially… hate this world." He mumbled through the leaves.

* * *

Somewhere else in the forest, Ruby was able to land with only a thud. _"Got to find Yang, got to find Yang, got to fiiiiind,"_ She thought as she dashed through the forest. "Yaaaang!" She shouted, hoping that her sister would hear here. "Yaaaang!"

 _"_ _Ugh, this is bad. This is really bad!"_ Ruby thought to herself, as she continues to dash through the forest, _"What if I can't find her?" What if someone finds her first?"_ She thought as she starts to think of other candidates aside her sister. _"There's always Jaune…he's nice, he's funny! I don't think he's very good in a fight, though."_ She then thinks of someone else, _"Oh! What about Blake? So mysterious, so calm. Plus, she likes books! Well, then again, I'm not sure I'd be able to hold a conversation with her. Ugh, okay who else do I know in this school?"_

She suddenly stops in her tracks, _"Peter! There's a Peter as well! He's nice, he's funny, he's mysterious, he's calm, and I think he also likes books!"_ She thought, _"He's like the perfect combination between Yang, Blake and Jaune."_ She then looks down sadly, _"Except…he seems so alone, so distance, and hurt on the inside."_ She thought, remembering the argument he had against Weiss in the ballroom. She then starts running again, _Peter or Yang are my best options right now!"_

Ruby looks up to see Weiss in front of her. She stops just in time for their eyes to meet. After a few seconds, Weiss just turns around the other way and walks.

"Wait!" Ruby shouted at her, "Where are you going?!" She stops and kicks the ground dejectedly, "We're supposed to be teammates…"

As Weiss makes her way through the bushes and vines, she suddenly hears the sound of Jaune mumbling in the tree above her, hanging from the tree by a red and bronze spear.

Looking down, Jaune saw Weiss, and just nervously waves at her with a little laugh, making the ice queen turn around and walk far away from him, making the inexperience knight slump down.

She makes her way back to Ruby as she drags the little girl by the hood of the red cape. "By no means does this make us friends." She stated.

Ruby is overjoyed that she came back to her, "You came back!" She shouted while raising her hands up.

Jaune is now all alone, watching the girls in front of him walk away. "Hey, wait! Come back! Who's going to get me down from here?" He asked hopelessly as he began trying to get the spear off of him.

He then hears a voice next to him, "Jaune?" Pyrrha asked as she looks up at the stuck knight, "Do you…have any spots left on your team?"

"Yeah, I guess." Jaune said, trying to sound cool and collected, before accepting the spear wielder helps.

* * *

Back with Peter, the hidden hero is just walking through the forest while also taking off whatever leaves that remain on his clothes. "Uhh, I feel like I'm in one of Kraven's favorite jungle spots." He said while he takes off the last leaf, "Why couldn't we take a normal test? It would make things so much easier. I wonder if this is the kind of tests the students take back at Xavier's school." He said to himself. "I'll have to ask when I get back. IF I get back." He put emphasis on the IF part.

As Peter continues trekking through the forest, his Spider-Sense tingles, "Great." Peter sighed as he stops in his tracks. "Who's attacking me this time? At this point I wouldn't be surprise if it was the Hulk charging in and say…" He is then interrupted as an Ursa, one of the Grimm, comes crashing through some trees next to him, leaving a path of fire along the way. "Sheesh, what happened to you buddy? Did the Hulk do this to you?" He asked the non-speaking Grimm, which is pretty much dead now.

"What?! You want some too?!" A familiar, angry voice asked through the forest.

"Oh I recognize that voice anywhere." Peter said as he walks closer to the origin of the voice. "Just hope she's not beating someone else to a pulp." Peter asked as he hides behind a tree, where he sees a very angry Yang looking down at a Ursa, only for it to be slash apart by Blake with her weapon. She puts her weapon away as she smirks at Yang who is panting.

There was silence for a few seconds before Yang finally caught her breath. "I could've taken him." She said.

 _"_ _I should probably continue walking."_ Peter thought as he slowly walks away from the two girls, until Blake notices him with a smile, "Hey Peter." She said, causing Yang to turn around to face Peter.

"Peter, hey!" Yang waves at him, which causes our hero to sigh before heading to their direction.

"Hey, girls." Peter greeted with a hand behind his head. "I thought I check up on ya. Made sure none of you got eaten or something." He nervously laughed.

Yang smiles as she approaches, "Well, I'm glad you decided to check up on us. If only it was just me, then you and I would be partners. She said as she puts her arm behind his back.

"Yeah, partners." Peter awkwardly said.

"Come on." Blake said. "We need to keep moving." She turned and made her way to where the relics are.

"Sure." Peter said as he follows the other two girls, "I'll just tag along, make sure you girls are safe." He said.

"You sure you're not saying that to be around girls." Yang said with a smirk, causing Peter's face to turn red, but not being able to see Blake's face turn red as well.

* * *

Back on top of the cliff, Glynda walks behind her boss, who is watching the students from his Scroll. "Our last pair has been formed, sir." She informed him as she pressed the video where Ren and Nora were, "Nora Valkyrie and Lie Ren. Poor boy, I can't possibly imagine those two getting along. Still, he's probably better off than Ms. Nikos."

Ozpin gives her a "Hmm" to show that he is listening to her.

"I don't care what his transcripts say, that Jaune fellow is not ready for this level of combat." Glynda continued, "And there's also Mr. Parker, who ended up without a partner by his own choice when he decided not to help Ms. Xiao Long before Ms. Belladonna stepped in." She said as she began pacing back and forward. "Either way, at their current pace, they should reach the temple within just a few minutes. Speaking which, what did you use as relics this year?" She got no answer as she calls out to him again, "Professor Ozpin?"

Though she only received another "Hmm", Ozpin was actually more concentrated in the video footage showing Ruby Rose, along with another one showing Peter Parker.

* * *

Peter was talking with Yang while they all were walking to a little cliff. "So one joke I told him was 'You're so fat that when you get on a scale it says: One at a time.' Peter said, talking about one of his run-ins with the Kingpin, although he wouldn't tell them about who the person was.

Yang busted out laughing while Blake just sports a smirk on her face, "After that, I also told him that 'Your belly button makes an echo. If you were a truck, you would have a wide load sign. When you back up we can hear a beeping sound.'" He finished, which caused Yang to laugh so hard she falls to the ground laughing, while Blake can seem to hold her composer as she starts laughing too. "It was hilarious. You should've seen the guy's face when I told him that." Peter said.

"Aw man…" Yang said as she her laughter calms down, "You have to teach me some of your jokes." She said to Peter, who helps her get up from the ground.

"Sure. Assuming we get out of here alive that is." Peter said.

Yang smirks at him, "Wanna bet?"

"No time for that." Blake said as the two look ahead to find a semicircular looking temple in front of them.

"Think this is it?" Yang asked the both of them, only receiving a shrug from Blake.

"I hope so. My legs are starting to get tired." Peter said, while stretching his legs as the other two girls approach the temple.

As the girls approach the temple, they found some columns, designed for decoration, and on top are the relics. "Chess pieces?" Blake asked, looking at the Black King chess piece.

"Is someone playing an ancient version of Chess?" Peter asked as he meets up with the other two. "Or is someone messing with us." He wonders.

"Some of them are missing." Yang points out. "Looks like we weren't the first ones here.

"Well…" Blake started, a bit unsure, "I guess we should pick one."

Yang looked closely at a golden knight piece, before she picked it up, "How about a cure little pony?" She asked her partner while Peter just looks around the area.

Blake just smirks from her partner's action, "Sure."

"That wasn't too hard!" Yang said as both teammates make their way to the middle of the temple.

"Well, it's not like this place is very difficult to find." Blake tried to reason.

They all then hear a rather girly scream coming from the forest. "Some girl is in trouble." Yang said.

 _"_ _Why do I have the feeling it wasn't from a girl?"_ Peter thought. Suddenly his Spider-Sense went off pointing to the sky. Blake also looks up to the sky to see what's wrong.

"Peter. Blake. Did you hear that?" Yang asked. She then turns to her partner and friend, "What should we do?"

They all then suddenly hear another girl screaming from above, "Heads up!" Ruby screamed, falling from the sky.

That was until Jaune's body ended up crashing with hers, sending both of them to a nearby tree. "Did your sister just fall from the sky?" Blake asked Yang, who didn't even have an answer for that.

Then the three turn their direction to a very angry Ursa, thrashing wildly and knocking trees off, only for a few seconds later to see a girl on its back. "Yeehaw!" Nora shouted, who sent the Ursa crashing to the floor. "Aw, it's broken." She said disappointed.

They then see Ren running after her friend, panting. "Nora! Please! Don't ever do that again."

But Nora was already gone, as she curiously looks at a golden tower piece with interest before grabbing it and singing, "I'm Queen of the castle! I'm Queen of the castle!"

She stops as she hears Ren shouting "NORA!"

Nora stopped everything and saluted with a laugh, "Coming, Ren!" She said before dashing off.

Yang and Blake were just dumbstruck, while Peter just pinches his nose, trying to process all that just happened. "Did that girl just ride on an Ursa?" Blake asked.

"Yeah, I think she did." Peter said. _"I am getting a lot of Thor vibes from this girl. Now she needs is a hammer and the power to shoot lightening."_

They are again interrupted as they hear a screech from their right. They see another Grimm, this time a Death Stalker, following Pyrrha as she tries her hardest to get as far away from the Grimm. "Jaune!"

"Pyrrha!" Jaune shouts from the tree. She then looks at Ruby, "Ruby!"

Ruby jumped down from the tree, landing close to the temple where Blake and Yang were. "Ruby?" Her big sister asked surprised.

Ruby sees her sister and puts her hands in excitement, "Yang!" She shouted as they go for a hug, that is until Nora decided to interrupt them in between them by shouting, "Nora!"

"Where's Peter?" Blake asked, looking around for hidden spider hero.

Peter is making a mad dash at the Death Stalker, stopping as he gets besides Pyrrha. "Peter!" She screamed at him.

"No time to talk!" Peter replied as he grabbed her arm and began carrying her like a princess as and just walk kicks at the Grimm's mask, giving him and the creature some distance as he continues to run.

"Why can't this scorpion be small, and green? I prefer those ones!" Peter said as he continues to run away from the giant Grimm, with Pyrrha still in his arms.

Peter looks at Pyrrha, wondering if she's okay, but she looks away from his eye, "You okay? Nothing broken?" Peter asked her, hoping she is still okay.

Pyrrha was a bit shocked and suddenly looks up at Peter, "I-I'm sorry." She said while trying to ignore the fact that there is a giant Grimm chasing him. "I shouldn't have done what I did, I just reacted when Weiss asked for my help."

"Don't worry about it." Peter smiled at her, wanting to help her feel better.

"Wait. That's it? You are just going to accept it?" She asked confused, while looking directing at his face.

"Of course." Peter calmly said. "I'm not one to hold a grudge. I like to give people second chances, and thirds, and fourths…" He said to her, which caused her to chuckle at his answer. "See? How can I hate someone who can chuckle like that?" He asked her with a smile.

Peter was able to catch up to the other students, with Jaune and Weiss with them as well. "Hey guys, sorry we're late. Some guy named Mac Gargan wanted some pocket change, so we had to run away from him for a bit." He said as he lets down Pyrrha.

"Great, the gang's all here. Now we can die together." Yang said sarcastically.

"Not if I can help it!" Ruby answered, as she goes after the Death Stalker with a battle cry.

"Ruby, wait!" Yang calls out to her sister, but she wasn't listening as Ruby fires her Crescent Rose and charges at the oncoming Death Stalker. As she gets closer to the Grimm, the creature swipes her away and is knocked back.

Ruby starts to stand up, trying to ignore the pain she was feeling, "D-Do-Don't worry! Totally fine!" She called back to the group before turning back to the monster and shoots it in the skull, running away from it and sheathing her scythe as the Death Stalker comes after her.

"Ruby!" Yang shouted, as she starts running towards her, unaware someone else is following her. Ruby rushes towards Yang, but a Nevermore from above caws above them, flapping its wings and releasing lines of sharpened feathers with points that catch on Ruby's cape and prevents Yang from reaching her. "Ruby, get out of there!" She shouts at her.

"I'm trying!" Ruby said, struggling to get her hood free, only to stop as she saw the Death Stalker raising its golden stinger above the scared little girl.

"Ruby!" Yang screams out in vain just as the stinger is about to strike down at Ruby.

Ruby closes her eyes, preparing for the worst, but nothing happened. She opens her eyes to see Peter holding the stinger with his left hand.

"You…are not killing…anyone! Not when I'm around!" Peter shouted as he puts another hand on the Death Stalker's stinger, spinning the creature around faster and faster until he throws it at the Nevermore in the skies, knocking both of them down.

Everyone in the group is shocked at what they just seen. "Did Peter…just threw that monster like it was nothing?" Jaune asked, completely shocked on how strong Peter is.

"Y-yeah…" Blake said speechless, as they are still trying to comprehend what they just witnesses.

Peter walks up to Ruby, "You okay, Ruby?" She asked the girl, who too is very surprised at what she just saw.

"Yeah. I-I think so." She said, almost speechless.

"Here, let me help ya." Peter takes off the feathers that was holding Ruby down. "Better?"

"Yeah, thanks." Ruby said.

"Here, let me help you get up." Peter holds out his left hand to help her up.

Ruby was about to accept it, until she sees the blood on Peter's hand, "Peter, your hand! It's bleeding!" She shouted.

Peter looks at his left, bloody hand, "Oh, this? It's just a scratch. It's nothing." He said as he uses his other hand to help her up.

Yang catches up to the duo, "Oh, I'm so happy you're okay!" She said as she hugs her sister. She then looks at Peter, "Thank you."

Peter smiles, "No problem. Its what friends are for, right?"

"But Peter…" Ruby looks at him. "Your hand."

"Like I said, it's nothing." Peter reassured her. "I'm used to fighting scorpions like these." He rubs her head. "Trust me, I'm gonna be okay. Promise. Now let's head back to the others before Gargan and Toomes here wakes up."

Ruby smiles, "Okay." The three of them then run back to the rest of the group, who are still shocked at what they just witnessed.

"Sheesh guys. You look like you never seen someone throw a scorpion at a giant bird before." Peter said as all eyes are on him.

"Because we haven't." Weiss said, with her eyes still in shock and widen. They then hear the Nevermore and Death Stalker coming right at them at full speed.

"Guys? They're coming right at us! What are we gonna do?" Jaune said as he points to the Nevermore and Death Stalker.

Weiss decided to make her point heard. "Look, there's no sense in dilly-dallying. Our objective is right in front of us."

"She's right." Peter agreed. "Our mission is to grab an artifact and make it back to the cliffs. We don't have time to deal with these jokers."

"Run and live." Jaune said. "That is an idea I can get behind."

"We need to hurry!" Ren said as he points to the two Grimm coming right at them. "Those things are catching up!"

Peter looks at Ruby and Jaune, "Ruby! Jaune! Hurry up and get your relics! I'll distract these two while you go!" Peter ordered.

"But Peter!" Yang said. "You don't have a partner, and you don't even have a relic." She told him.

"No time for that now!" Peter said. "I rather we all live and get out of here! I don't care if I get kicked out, as long as you guys are safe!" He finished.

"But…" Yang tried to stop him but he has already dashed off to distract the two beasts.

While Ruby and Jaune made their way to the temple to get their relics, Peter is distracting the two Grimm doing what he does best, "Come on, guys! Is that all you got?!" He taunted as he jumps and dodges their attacks. "Seriously! Vulture and Scorpion are much better at shooting me!" He continued to taunt them, which actually made the Grimm even more annoyed as they start to attack him aggressively, causing him to backflip to the other group.

"Peter!" Ruby shouts from behind him, showing him the relics.

Peter gives her a thumbs up as he makes his way back to the others, "That was reckless, you know that!" Blake told him as they all run to an abandoned series of structures.

"Isn't that what makes me special!?" Peter said while running.

Blake sighs but immediately smiles as they made their way to the pillars. The Nevermore follows them from the air, so they all use the pillars for cover as it landed in the pillar closet to the cliff and screeched.

"Well, that's great!" Yang replied in annoyance.

Jaune looks behind them as sees the Death Stalker bursting into the scene. "Ah, am, run!" The group emerges from their hiding spots, causing the Nevermore to rise up into the air.

"Nora, distract it!" Ren commanded her as the Nevermore fired some feathers at the group, making them dodge each one. Thankfully, Nora pulls out a grenade launcher and hit the Nevermore in the face.

 _"_ _It's no hammer, but I'm glad she has that. I think."_ Peter thought as Nora continues to delightfully fire at it again.

As Nora is shooting at the Nevermore, she is unaware that a Death Stalker is rushing up to her. Thankfully, Ren and Blake appear and slash at it while Weiss uses her glyphs to get them to safety.

Pyrrha takes out her Milo and fires red shots at the Death Stalker alongside with Ren's green shots. This combo attack made the Death Stalker stop, but they don't seem to notice the Nevermore flying above the bridge that everyone is crossing and attacks it, making Ruby, Jaune, Nora, Yang, and Weiss to be on one side, while Peter, Blake, Pyrrha, and Ren were on the side with the Death Stalker.

While Pyrrha and Ren are firing at it with their guns, Peter and Blake are fighting it at close combat, "You have a plan, Peter?" Blake asked him as they dodge the tails and pincers coming at them.

"Yeah, just…give me a second!" Peter said as he continues to dodge each attack. He then sees an opening to attack, "Got it!" He then lungs at the Death Stalker, punching it very hard at its mask.

Everyone heard the sudden crack all throughout the bridge, thinking that Peter broke his bones from that punch, but instead they hear the Grimm screech loudly in pain, causing it to step back a bit, while Peter lands on the ground, not even rubbing his hands. "Come on! Seriously! You cry in pain from just that!" Peter taunted. "You're lucky I was holding back!"

"He was holding back?!" Ren asked, surprised that Peter isn't even trying in this fight.

"Now I am very curious on when he goes all out." Pyrrha said, with a smile on her face.

Peter stopped taunting the Grimm as he sees Nora landing on top of the giant Grimm using her hammer above the crack Peter made, "Aw great. She really does have a hammer." Peter said.

Nora uses her gun to blast back from the Death Stalker's stinger, accidentally knocking Blake off the edge.

"Blake!" Peter shouts as he jumped from the bridge to catch her. He was able to straighten himself to descend faster and was able to catch her by the waist. "Don't worry! I got this!" He tries to shoot a web line to save both of them, but again forgotten that his web shooter are empty, "Right! How do I keep forgetting about that!"

Blake groans as she uses her ribbons to them land on the Nevermore, "You did know I could've saved myself, right?!" She told him.

"Hey! I was in the mood to do some heroing! Nothing wrong with that!" He shouted as Blake slash at the back of the Grimm while Peter kicked it in the face, causing them to jump off and onto the other side of the bridge.

Blake catches up to Yang, "It's tougher than it looks!"

Yang just simply pumped her shotguns in her gauntlets, "Then let's hit it with everything we've got." She said as the four girls start shooting at the bird with a barrage of blasts.

"It's official. I need a weapon after this. Probably base it off from some Iron Man gauntlets or something." Peter told himself as he watched the blasts from the girls being dodged by the bird.

His Spider-Sense starts to tingle as the Nevermore makes its way towards them and crash through the columns and platform. As they all fall to their deaths, Peter sees the girls using their weapons to get back up to safety. "Well that certainly saves me the trouble from saving them." He said as he makes one mighty leap back to the bridge with them.

Weiss looks at the Grimm, "None of this is working!"

"You think?" Peter asked, which causes Weiss to growl at him.

"I have a plan!" Ruby said to her partner. "Cover me!" She dashes off as Weiss went to another path, intent of doing just that.

Peter looks down to check on the other four members of their group, and is surprised to see them standing behind a dead Death Stalker. He then turns around to see Yang making contact with the Nevermore's face, getting its attention.

She leaps for its open maw and forces the beak wide as she attacks. "I! Hope! You're! Hung-gry!" Yang said as she turned around to leap off the Grimm's body as it crashed against the cliff and landed on the floor.

She sees Weiss attack the Grimm as she was able to freeze the tail of the Grimm as it tried to take flight again, stopping it in its tracks.

Peter turns around to see Blake and Yang put some ribbons like a line as it held off two pillars as Ruby jumped, using her scythe to land on the makeshift bungee line. He also sees that Weiss used a glyph to attract Ruby, making the ribbon stretch even more.

"Of course you would come up with this idea." Weiss retorted, but she didn't stop.

"Think you can make the shot?" Ruby asked.

"Hmm! Can I!" Weiss said confidently.

Ruby thinks for a second, "Can't?"

"Of course I can!" Weiss shouted at her.

Unfortunately, they argued too long as the Grimm, high in the sky, let out some feathers to kill them.

With no way to dodge them in time, all four girls could only watch in horror as the feathers come at them at a fast pace. "I got it!" Peter shouted as he dashes up in front of Ruby and Weiss.

"Peter!" Ruby shouted.

"Get out of there!" Weiss urged him to do, but he didn't listen. Instead, Peter grabs one of the feathers coming right at them. Using his speed and agility, Peter deflects all the oncoming feathers using the one he has in his hand, scattering all of them away from Ruby and Weiss. The two look at Peter in shock as he sticks the feather in his hand to the ground.

"Time to do something drastic!" Peter said as he jumps onto the feather on the ground, causing him to fly up in the sky where the Nevermore is at. High up in the sky, Peter grabs the bird by the legs, as he jumps from it and punches the Nevermore in the face and kicks it back. "You like that, you oversized ostrich!" Peter taunted the bird, which retaliates as it shoots even more feathers at Peter, but luckily Peter easily deflects all of them with his arms. He then starts to run on the oncoming feathers coming at him and delivers another kick to the bird's face. As the two continue to fall, Peter continues to taunt it, "Come on! If you want me, come and get me! I'm right here!" He shouts at the bird, which then charges right at Peter. He anticipated this as he vaults over the giant bird before delivering a devastating kick, which caused it to crash against the cliff next to Ruby.

"NOW, GO FOR IT!" Peter shouts at Ruby as he continues to fall from the sky.

"But…" Ruby started.

"DO IT!" Peter shouts at her. Ruby looks away from Peter's falling state as she is shot out from her spring ribbon. Using the gun of her scythe, she quickly caught up to the giant Grimm. Weiss makes no time and form glyphs on the wall, making Ruby able to use her semblance and the gun to start running on the wall of the cliff with the Nevermore's head in her scythe. As she reaches the top, Ruby was able to decapitate the flying Grimm, landing on top of the cliff as the Grimm's body slowly dissolved into nothing.

"I did it!" Ruby shouted from the cliff. Her eyes then shrink as she sees Peter still falling from the sky into the abyss below, "PETER!" She shouted.

 **BGM- Sonic Advance 2- Extra Ending**

"Aw, great! Now what am I gonna do!?" Peter asked himself as he falls closer and closer to the abyss. "No web shooters! Nothing for me to grab onto! Is my luck this bad?!" He asked himself as he continues to fall. He then sighed, knowing there is nothing he could do, "Uh! Where's Iron Man when you need him!"

He then feels someone tug on the back of his shirt, as he looks up to see Blake grabbing hold of his shirt, while she uses her ribbons to swing from a nearby pillar, "Black Cat?" Peter asked, a bit relieved that he was saved.

Blake smiles, "Who else were you expecting?" She said as she swings back to where Yang and Weiss are.

"Felicia Hardy! But you're good enough, I guess!" Peter said. He didn't Blake slightly growl as he just throws him back to the ground with the other girls.

"You're welcome." Blake said while crossing her arms.

Peter stands up and looks at Blake, "Thanks. I mean it." He thanked her, which made her smile in return.

"Well, that was a thing." Yang said as they all looked at the youngest person in Beacon standing in the cliff above them with rose petals flowing through the wind.

"You know; I was so hoping we put that big bird back in the COOP. Get it?" Peter joked, which made Yang snicker at his clever pun, which also caused Blake and Weiss to smirk as well. "Man. I'm on a roll today with these jokes. Haha." Peter said.

* * *

"Russel Thrush, Cardin Winchester, Dove Bronzewing, Sky Lark." Ozpin said as the people from the audience clap to see two giant holographic screens showed the face of the four teens. "The four of you retrieved the black bishop pieces. From this day forward, you will work together as team CRDL. Lead by, Cardin Winchester."

The newly formed team CRDL made their way off the stage, making room for other four teens to take their place. "Jaune Arc, Lie Ren, Pyrrha Nikos, Nora Valkyrie." People from the audience clap again, before stopping to allow Ozpin to talk. "The four of you retrieved the white rook pieces. From this day forward, you will work together as team JNPR." Nora jumped for joy as she hugs the unsuspecting Ren while Pyrrha smiled at Nora's actions. "Lead by, Jaune Arc!" The clapping started again as Jaune stared at the headmaster, while Pyrrha smiled at him.

"L-lead by…" He asked in disbelief.

"Congratulation, young man." Ozpin said with his calm nature.

Pyrrha decided to punch her new leader in the shoulder in congratulation, but the hit caused him to fall to the floor, making a few of the students laugh.

They as well made their way off of the stage as the next group made their way. "And finally, Blake Belladonna, Ruby Rose, Weiss Schnee, and Yang Xiao Long. The four of you retrieved the white knight pieces. From this day forward, you will work together as team RWBY. Lead by, Ruby Rose." Weiss was completely shocked as she stared at her partner, who was also caught off guard but was hugged by Yang.

"I'm so proud of you!" Her older sister shouted.

They all stepped down to meet with Peter, who was leaning towards a wall next to them, "Congrats, Ruby. I had a feeling you would be the leader." Peter said.

Ruby scratches her head, not knowing what to say, "Thanks, Peter." She then makes a frown face. "Too bad you won't be able to stay."

All the other members of team RWBY look a bit depressed too. "Aw, come on girls. Cheer up." Peter told them as they all look at him, "Just be glad you four were able to make it. I can just go back to the city look for some job as a photographer." He said with a smile.

"But, Peter…" Ruby started, until he puts his hand on her shoulder. "Hey, don't worry about me. I'm just you girls came out okay." He comforts her.

"Peter Parker." Ozpin said from the stage, prompting Peter to go meet him.

"Guess it's time to get the farewell speech. See ya." Peter waved at them before hopping on stage.

"He…doesn't seem that faze that he is getting kicked out." Weiss said.

"Guess he already knew this would happen, so he's just hiding it." Yang said, rubbing her arm sadden.

"Yeah." Is what all Blake could say as they look up at Peter next to Ozpin.

Peter walks closer to Ozpin, getting more and more nervous as he gets closer, "You did not bring any relic when you got back." Ozpin started, prompting both team JNPR and team RWBY to look depressed for their friend. "Why didn't you choose to grab one when you had the chance?" He asked the brunette.

Peter thinks for a bit before talking back to Ozpin, with a more serious expression, "I wanted to make sure that my friends were out of harm's way, that's why I didn't take anything. While I could've easily taken one for myself, I figured I should let someone else have it instead, thinking that they need to be in this school more than I do." He explained, causing everyone in the audience to start talking to each other. Peter continued, "I'm not the type of guy that cares about what happens to me, whether it means getting expelled or getting killed. I always put others ahead of me, to make sure that they get what they want before I choose. That's how I always lived my entire life, and I plan on sticking to that path. I'm just glad that my friends got what they deserved." He turns his head to his friends, who all just look at him, not knowing what to say. He smiles before looking back at Ozpin, "Guess that's all I have to say then." He said as he crosses his arms.

Ozpin stayed silent for a moment, along with the entire audience, thinking about the choice and morals Peter has spoken. Ozpin then speaks up, "Peter Parker. In all my years of watching over this school, I have never seen someone who has a bigger heart than you." He said with a smile, grabbing everyone's attention, including Peter. "You would put yourself in harm's way to protect those you barely even know, and THAT is what makes you a worthy Huntsmen to this school." He said, making everyone in the audience just clap and cheer on for Peter, who is just flabbergasted on what just transpired.

"Wait, what just happened?" Peter asked, confused on what is going on.

Ozpin looks at team RWBY, "Team RWBY, would you take Mr. Parker to be your fifth member of your team?" Ozpin asked the girls.

"Huh!?" Peter said as he turns around to see Weiss giving him her classic "Hmm", Blake who just nods at him, and Yang giving him two thumbs up. Ruby, after looking at teammates approvals, faced the headmaster again with a smile. "Professor Ozpin, we will gladly take Peter as part of our team." She said, as she looked as Peter's shocked, and confused, eyes.

"Huh!?" Peter said again.

"Very well." Ozpin said, ignoring Peter's small outburst. "From now on, team RWBY shall be called team RWBYP." He said to everyone in the audience, who continues to scream and clap for the poor, confused boy on the stage.

"Huh!?" Peter said for a third time, as his new team approach him on the stage, as he his grabbed by Yang from the shoulders.

"Who would've thought that this little stunt would actually make you speechless?" Weiss smirked at the still confused Peter Parker, leaving Ozpin to talk to himself, "Looks like things are shaping up to be an…interesting year." He said, not being able to find a better word to say.

* * *

Peter threw himself into a bed as he entered the team's dorm room, "I'll never understand what just happened today. Not in a million years." He said as he faces plants on the bed.

The rest of team however, had no idea how to handle the whole bed problem. "Uh, guys." Ruby said. "There are only four beds."

"Great. Now what?" Weiss said annoyed.

"One of us might have to share a bed." Blake said.

"Well I don't mind sleeping with Peter." Yang said, clearly looking forward to that sleeping arrangement.

"Well I don't mind sleeping on the floor." Peter said as he finds a mattress next to a corner, before laying it on the floor and start sleeping.

"Peter, you don't have to do that." Blake said, getting a nod from Ruby.

"Yeah, we could've gotten you another bed, or maybe build you one." Ruby said, prompting Weiss to stare at her. "Do you even know how to make a bed?" She asked her leader, who just shakes her head.

"Girls, I've already decided to sleep here, you're not going to change my mind." Peter said to the rest of his team. "I'm already grateful for everything you have done for me, so just let me have this one, okay?" He asked as he goes back to sleep.

"But, Peter." Ruby started, only for response to hear him slightly snore on the mattress.

"He must be tired." Yang said as she gets closer to her bed.

"Yeah…" Ruby said as they all head towards their own bed, getting ready for what tomorrow might bring them.

* * *

Unaware to anyone, not even Peter, is that out in a warehouse, Roman Torchwick is getting a call from his phone. After the conversation, Roman angrily slams the phone down, sighing. He holds a cigar to his mouth and puts his symbolized lighter to the end, just as a man in a gray mask an black hood comes with a trolley. Roman holds out a collection of Lien, which he places on the table and the man takes.

"Open it." Roman told him.

The masked man opens it with a crowbar, revealing a large amount of Dust crystals of varying colors. Roman picks up a blue gem in his hand and looks at the loot.

"We're gonna need more men…" He said until he gets a phone call. "Now what?"

Roman answers it, "Yes, this is Roman." He answered, as he starts to talk to someone on the other line, "Wait a minute. You mean you're almost done?" Roman asked the other person on the other line, "Yes, finally. I hope this experiment of yours is a success…"

* * *

 _"…_ _Norman Osborn."_ Roman told him through the phone.

"Of course." Norman replied. "Don't worry, Roman. You would be surprised what I can do with all this Dust you have been collecting for me. Now tell this to Cinder…" Norman's eyes start to glow with fire, "She's gonna love what I have in store for her."

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Norman Osborn: I am Norman Osborn. Where am I? What's going on here?**

 **Cinder: So your name is Norman Osborn?**

 **Norman: Who are you, and what do you want? Where on Earth am I?**

 **Cinder: You are not on Earth. You are in Remnant.**

 **Norman: Who cares? Right now, I want to deal with Spider-Man.**

 **Cinder: Then how about you join forces with me.**

 **Norman: And why should I do that?**

 **Cinder: Because if you don't, you are not leaving this place alive.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _The Goblin's Fang_**

 **Goblin:** ** _You are going to regret threatening_** ** _me, Cinder. Just you wait._**

* * *

 **KFX here: Oh, Norman is alive. Who didn't see that one coming? Anyways, for the next three chapters, Goblin is going to taking the spotlight, as we find out how he appeared at Remnant and what he has been doing all this time. Get ready, because I got some big fights for these chapters, and with the Goblin, expect things to get a bit "messy". Stay tuned.**


	12. Vol 1 Issue 9: The Goblin's Fang

_Vol 1 Issue 9: The Goblin's Fang_

"Where…where am I?!" Norman asked as he opens his eyes. Right now, Norman is currently traveling through a dimensional vortex, after being struck down by Spider-Man with his ISO-watch, seeing all sorts of different dimensions in little windows as he passes by them. He sees different versions of himself, different versions of Spider-Man (like Noir and 2099). He even sees totally new realities he's never seen before, like Sonic's world.

"Wait. That's the world where that blue hedgehog came from." Norman said to himself as he passes that dimensional window. "Am I…traveling through dimensions?" He asked himself as he continues to fall.

Suddenly, Norman starts to experience a major migraine, "What is this pain I'm sensing in my head?!" Norman screams in pain as he starts to see visions of a different world. He's experiencing all sorts of visions, like a school under siege by dark monsters, a giant dragon on top of some sort of tower, and even some dark witch with her own group. "What are these visions?! Why am I experiencing them?! TEEEEELLLLL MEEEEE!" Norman yells out as he falls to one of the portals.

* * *

On Remnant, Roman and the woman in red are flying in a bullhead in the night sky. At this point in time, they have just escaped from the battle against Spider-Man, Ruby, and Glynda.

The woman enters the cockpit to sit next to Roman, who is currently driving the airship.

"Nice job at clearing the air, Cinder." Roman said to her, who just stays quiet. "I just hope that bug isn't following us. I've already grown to hate him." He said, sounding a bit angrier.

"Spider-Man…" Cinder said to herself, catching Roman's attention.

"What about him?" Roman asked her.

Cinder turns her head to face him. "He needs to be eliminated, NOW!" She said.

Roman noticed her sudden change in attitude. "Never seen you this angry. Did the Spider's constant jokes get to you too?" He asked her. "I know they have."

"It's not just his jokes." Cinder said as she looks out the window. "I can tell he was holding back during our little fight."

"Maybe, but I'm sure if you had more time, you could've easily beaten him, right?" Roman asked.

"Wrong." Cinder simply said, catching Roman's attention. "If Spider-Man was truly serious during our fight, he could've easily beaten me, in no time flat even." She stated, as her hand starts to melt a part of the seat's handle.

Roman couldn't believe what he's hearing, that someone like Spider-Man, who is just a kid that likes to talk a lot, could beat someone as powerful as Cinder. "There is no way Spider-Man is stronger than you, because if he is…"

"Then he could be a real problem with my plans." Cinder finished for him.

"So, great Cinder, how do you suppose we beat an enemy that we don't know much about?" Roman asked as they fly closer to a forest.

"This Spider-Man is experienced, so he must have been fighting for a very long time." Cinder said.

"How are you sure?" Roman asked her.

"During our fight, he mentioned some sort of Goblin." Cinder said, remembering how Spider-Man told her that she was nowhere near as intimidating as the Goblin. "We need to find his enemies, and get them to help my plans, by force if we have to!" Cinder angrily ordered him.

Roman gulped from seeing her angry, "S-so, how do you suppose we find his enemies? It's not like one will fall right out of the sky." He said. Just a few seconds after Roman said that, a portal opens up in the sky, "What is that?" Roman asked as he and Cinder look up to the sky.

"Hmmm…" Cinder squints her eyes to see what appears to be a man falling down to the forest. "It's some sort of man." She said.

"A man." Roman said as he looks at Cinder. "I doubt it involves us in any matter."

"Go to the forest." Cinder ordered him.

"Why?" Roman asked.

Cinder looks at Roman with her eyes flaring up. "Do you want me to repeat myself again?" She said, in a sinister tone.

Roman looks scared a bit before landing the airship in the forest. After walking a bit through the forest, the two have reached their destination.

"This is where the man landed." Roman said, as they step closer to the crater where the man crashed landed on. "Although I doubt he's still alive. No one can survive a fall from that height."

"Uhhhhh…" The man said, laying down on the ground.

"You were saying?" Cinder said, with her arms crossed.

"Nothing important." Roman simply said as the two head down the crater to meet up with the man that crashed. They stand right next to the man, wearing only blue pants, who seems to be unconscious. Roman pokes him with his cane. "Alright, whoever you are. You better get up before I really start to get annoyed." Roman said, as he continues to poke the man with his cane.

The man slowly wakes up, but feels the constant poking from Roman's cane. "Who dares!?" The man questioned as he quickly gets on his feet and grabs Roman by the throat. "How dare you? Do you know who you are messing with?" The man demanded an answer from Roman, who is struggling to talk as he is being choked by the throat. The man then takes a step back as he lets go of Roman, still in pain after falling from that big of a height.

Roman breaths as he gets up from almost dying by choking. "Ah…ah…this man is insane." Roman then turns to Cinder, who just has her arms crossed. "Why are we wasting our time with him?"

Cinder ignores his question as she steps forward to meet with the man. "Who are you?" She simply asked.

The man turns to look at Cinder. "Who are you?" He also asked.

"My name is Cinder Fall, and this is my associate, Roman Torchwick." She points to Torchwick, who just turns his head away from the man. "Now, I ask you again. Who…are…you?"

"The name is Norman Osborn." Norman introduced himself. "I'm the CEO of Oscorp, one of the best leading companies on Earth."

Roman and Cinder raised an eyebrow, confused on what Norman has just said. "Oscorp? Earth?" Cinder said, not knowing what those two mean. "We don't know anything about an Oscorp. And I can assure you we are on Remnant, not this Earth you speak of."

"What?! I'm not on Earth?!" Normans said shocked. He then looks at his surroundings. "So. It looks like I really am in another dimension." He said, which confused Roman and Cinder even more, as they tilt their heads.

"What are you talking about?" Roman asked, which got Norman's attention. "What is this about different dimensions? Are you just some sort of nut?"

"Calm down, Roman." Cinder told him. She then turned to Norman, "Tell me, why are you here?"

"To be honest, I had no intention of coming here, not to any dimension to be exact." Norman answered her as he puts his hand on his face. "The last thing I could remember was that I was facing off against Spider-Man, before he did something that brought me here."

The name, Spider-Man, quickly got the interest and surprise faces from Roman and Cinder. "You mean to tell me that, that wall-crawling menace was from YOUR dimension?!" Roman urgently asked, which made Norman raise an eyebrow.

"You make it sound like that Spider-Man is in this dimension as well." Norman simply said.

"Because he is!" Roman quickly gets out his scroll and shows Norman the different pictures of Spider-Man fighting the White Fang and saving lives. Roman puts away his scroll in his pocket, "That Bug has been a nuisance for the past week. None of my men could do anything to slow him down." Roman told him.

"You get used to it. Trust me." Norman said as he folds his arms.

"Then how about this, Norman." Cinder approaches the man. "How about you join me? Since you have experience fighting against Spider-Man, not to mention you seem like a smart man, then perhaps you can build weapons for us that could put an end to his existence. What do you say?" Cinder offered him.

"Hmph. You can forget it." Norman refused as he walks away from them. "I don't have time to deal with whatever you have plans. Deal with the Spider on your own, while I find my ways on dealing with him, alone."

As Norman continues to walk away from Cinder, he is attacked from behind by a fireball. "Who…dares…" He said as he tries to ignore the pain in his back. He turns his head to see Cinder, with her eyes lighted up, holding a fireball in her hands. "Cinder…you dare strike me like that…"

Cinder walks up to the weakened Norman. "I'm not taking no for an answer, Norman. Join me, be my pawn to help rid the world of Spider-Man. And if you don't…" She crouches down next to his face, putting the fireball right up close to his eyes, "…you might not get back to your world alive. So, do we have a deal, Norman?"

Norman turns his head to see Roman with a smirk on his face. He then slowly gets up, while also keeping his eyes on Cinder's, who just continues to smile.

Norman dust off the burn marks and the dirt on his body. He closes his eyes for a second before looking at Cinder again. "Fine. You have a deal."

Cinder's smile is still present as she shakes his hand. "Glad you could be on board, Norman."

"I'm suspicious." Roman said as he approaches the two. "You seem very quick to work together with us. Did Cinder's threat help your brain think rationally?" He said, with a smirk.

"To be honest, yes." Norman smiled at him. "I recently remembered that an old colleague of mine, Doctor Otto Octavius, actually worked together with another scientist from another dimension to help take down Spider-Man." He explained.

"And from the looks of it, they didn't succeed." Cinder said.

"No, but that's only because they were weak. But they were close in defeating Spider-Man though." Norman said. "So with my superior intellect and your army, I'm sure taking down Spider-Man would be no problem."

"And what about the Huntsmen and Huntresses?" Roman asked Norman.

"The who." Norman asked, clearly confused on who they are.

"They are elite warriors that handle the Grimm, not to mention anything that would ruin the peace in this world." Cinder answered.

"Have these Huntsmen and Huntresses every stopped an alien invasion, a mad titan, or even the devourer of worlds?" Norman asked the two.

"No. Whatever they are." Roman answered, not knowing what Norman meant by that.

Norman then has a huge smile on his face. "Then taking over this world would be no problem."

"So what about Spider-Man?" Roman asked him. "I'm sure he's aware you are here, right?"

Norman lets out a big laugh. "Don't worry, Roman. The Spider doesn't know I'm here."

"And what makes you so sure?" Cinder asked, crossing her arms.

"Because he thinks I'm dead." He turned to her, getting her interest. "And I want it to stay that way." He starts walking towards their airship. "The Spider shouldn't know I'm here. That is why I need my own base of operations. A lab so I can start on my work."

"We have an abandon Laboratory on the outskirts of the city for you to use." Roman told him, as they all head towards the airship.

"That sounds nice. I'm sure I could use it to help get things started." Norman said as they enter the airship. They then start flying off into the dark nights of the city.

* * *

"Hmmm…" Norman looks around the big, empty lab that Roman and Cinder took him to. He checks the tables, the empty lab equipment, everything he needs to start working.

He looks back at Cinder and Roman, who are just standing there as he observes his surroundings. So Mr. Osborn, does this lab suit to your liking?" Cinder asked him.

Norman stops in his tracks, and then turns to Cinder. "It could use some work, but I'm sure it will help me out for your plans to work." Norman told her.

Cinder smiles, "That's nice to hear." She turns to Roman, "Give it to him."

"Fine, fine." Roman said.

Norman raises an eyebrow, "What's going on?" He asked.

Roman picks up a suit case from the floor and gives it to Norman, "What's this?"

Roman opens up the suit case, which is filled with different colored Dust crystals. _"Is that…?"_ Norman thinks before looking at Roman. "What are these crystals?"

"They're called Dust." Cinder answered.

"Dust?" Norman responded.

"Think of them as our world's power source." Roman told him. "We use it for pretty much everything: weapons, airships, all the technology in this world is powered by Dust." He explained.

"Hmmm." Norman picks up a red gem and goes over to a machine to get it examined. "Hmph. Impressive readings I'm getting here." Norman said as he examines the energy levels from one red Dust gem. "Of course, it's nothing compared to what we have back on Earth, but still I'm sure I could use it to help with the plan."

"I'm sure a brilliant scientist as yourself could find multiple ways of using the Dust." Cinder said to him.

Norman turns around to face her, "Of course. In fact, with enough research and Dust, I can even turn one of your White Fang goons into a being of immeasurable power." He claimed.

Roman's eyes widened, "What? Are you serious?"

"Of course I'm serious." Norman replied. "Back in my world, we had something called the Super Solider Serum, giving a single person enhanced strength, speed, and agility." He explained. "One of Earth's mightiest heroes, Captain America, was one of the first to use this serum. With enough time, I can probably turn your weakest goon into someone that could rival Spider-Man in power."

"Ooooooo." Cinder said, impressed of what she is hearing. "Then tomorrow, start working on this 'Super Solider' for us. If you are as good as you say you are, this experiment of yours better work, along with those advanced weapons for us." She and Roman start heading out the door. "This better work, Norman. For your sake at least." She said before closing the door.

"Just you wait, Cinder. You'll get what you want. I promise." Norman said before finding a place to sleep.

Roman and Cinder heads towards their Bullhead, with a couple of White Fang members waiting for them. "You all. Guard the lab and keep a close eye on Osborn. Make sure no one gets in OR out." Roman ordered them, as they went to the lab to watch over the place. "I don't fully trust Norman. Something about him seems off."

"Yes, but I doubt he would do anything stupid to mess up my plans." Cinder reminded him as they enter the cockpit.

"He's a tricky one. Remember, he's brilliant AND has fought Spider-Man before" Roman told her. "We need to watch out for him."

"You worry too much, Roman." Cinder said with a smile. "If Osborn goes out of line, I'll make sure to exterminate him. And I know he doesn't have the power to go against me, no matter what he creates. He's under my hand, and there is nothing he could do to get out of our agreement." She finished as the airship takes off to the skies.

* * *

Back with Norman, he's currently taking a nap on a couch in his lab. _"Cinder… She dares to threaten me. ME."_ He said in his thoughts. _"I am Norman Osborn. I am no one's slave, NO ONE. Only I get to call the shots. I could've simply killed her when I had the chance, but I sensed a great power within her. And while I doubt it's enough to beat me, I decided not to retaliate. I could use this opportunity to take over this world when she doesn't expect it, but how?"_ He thought, knowing that Cinder is calculated and wouldn't hesitate to destroy what isn't needed. _"I need an army, my own army. One that isn't ruled by her."_ He finished. He then starts to get those weird visions from before, with the battle at some school, the dragon, and some witch and her group. _"These visions. What do they mean? Wait…this feeling I'm sensing."_ Norman goes over the visions again in his head, now realizing what they could mean. _"These visions. They must be about this world's future, a future where me and Parker weren't here. Yes, that must be it, because I don't sense neither of us through these visions at all. No reports about Spider-Man and his annoying heroics. Nothing about me working with Cinder. Yes, somehow traveling through dimensions must have given me the ability to see through this world's original future, a future that I can manipulate into my own doing. But I need to start immediately."_ He finished thinking as he reaches into his pocket and takes out a hollow cube. _"Thanks to Mysterio, I can create an illusion of myself here until I get back from exploring this new world. Hopefully my new powers would help me get out here unnoticed."_

Osborn gets up from his couch, puts down the hollow cube where he was sleeping, to show an image of Norman Osborn sleeping. _"There. That should buy me some time."_ He then grabs a purple cloak from the table and covers himself with it, hiding everything about his body so no one can see him. He then concentrates, _"Now then, let's see what I got."_

And in a flash, Osborn disappeared from the room, without a trace, leaving only his illusion to cover him.

* * *

Osborn teleported himself to a random rooftop in Vale. He looks around the city, wondering if anyone has noticed him. "It would seem that I now have the ability to teleport. Another fine power thanks to the ISO-OZ formula." He then closes his eyes, sensing all the people around him. "And it would seem that I can now sense other people's energy as well: Roman's, Cinder's, Parker's…" He smiled at that last one. "Parker is not around, not close enough for his Spider-Sense to warn him that I'm here. Good."

Norman walks around the rooftop he's in, thinking about his next move. "I need to know if there are any other terrorist group in this world that I can manipulate. But who?" He jumps off the building he was on and finds himself in the front of Junior's Club. "Hmm. This place seems shady. I can sense a dozens of shady men in this club." Norman said to himself. "If these clubs are like the one's back at New York, then I can probably get my answers here." He said as walks into the club.

Norman, while wearing his purple cloak so no one can see what he looks like, is walking pass all the henchmen that are cleaning up the place. _"It would seem that someone attacked this place earlier. I wonder who."_ He thought before he sits on a chair, next to the bar.

The owner of the club, Junior, approaches the hooded figure. "Buddy, if you couldn't tell, we're currently closed. Some blonde and her web-headed friend trashed the place earlier tonight." Junior told the hooded Norman.

 _"_ _So Spider-Man was here. Probably to get some answers about the White Fang I assume."_ Norman thought as he looks at Junior, who the latter couldn't see his face as the hood is covering everything about him, leaving only a shadow inside.

 **BGM- Ultimate Spider-Man Game- Venom Setup (Track 7)**

"Tell me…" Norman spoke up, getting Junior's attention, "Are there any other criminal organization, besides the White Fang, that exist here?" He asked the owner of the club.

"What is it to you?" Junior said, as he shakes his head to get his henchmen's attention. "Are you supposed to be some kind of cop? Because I almost got caught by them thanks to that Spider-freak."

"Answer…my…question." Norman said, now starting to lose his patients.

Junior's henchmen are coming closer, getting their guns and knives ready to attack. Junior leans closer to Norman, "I don't know who you are under that hood, but you are already getting on my nerves." He said to Norman, who hasn't moved an inch.

"Tell me what I need to know… ** _NOW!"_** Norman said, now starting to sound a bit more demonic as his eyes start to flare up.

"How about a better idea? Get out of my club, before you get the sudden case of bullet hole!" Junior shouted at his face. He then looks at his men, "FIRE!"

His henchmen unload their guns onto Norman's back, creating holes all over his cloak, but it would seem that the bullets have no effect on him. "What the hell…" One of the men said, can't believe that someone just took all those bullets to the back, and lived.

And suddenly, Norman vanished from his seat without a trace. "What the…where did he go?" Another one of the henchmen said. Suddenly, out of nowhere, Norman appears right behind two of them, now looking bigger and meaner, as evident with the glowing, orange eyes in the shadow of his hood.

"What the…" One of the other henchmen said before he and another got their skulls crushed by the hooded monster, leaving only their headless body to lay on the ground.

All the other henchmen, including Junior who is at the back of his bar, are absolutely shocked at what they just witnessed. "W-what are you all doing?" He shouted at his men as they turned around to him. "Kill this man! Don't let him leave here alive!" He ordered as a dozen more men start attacking the hooded menace.

 ** _"_** ** _I don't have time for this."_** Goblin told himself. As the goons start to surround Goblin, he throws a nasty fireball at a couple of them burning them alive. As another couple try to shoot at him again, Goblin just walks through them as he gets closer and closer to the men shooting him.

 ** _"_** ** _Weaklings."_** Goblin said as he charges up his punch with fire, and smacks all of them repeatedly until their skin is melted off. One of the goons stab Goblin in the back with his knife. "Got ya, you freak." The henchman proclaimed, but notices that Goblin just looks at him, not in pain, but in anger. He grabs the dude's head and slams him hard to the ground, creating a small crater. He then puts his foot down on the goon's skull, smashing it into pieces.

The remaining henchmen don't know what to do, as they just stand in place, fearing of what they could do against this monster. Junior is also terrified, never seeing someone just brutally kill people like this. Goblin turns his head to the remaining henchmen, as they all take a step back in fear of what to do. **_"Hyuraaaagghhhh!"_** Goblin shouts as he shoots fire beams out of his eyes and completely roast all the remaining henchmen with a second's thought.

Junior is desperately trying to find a place to escape, as he sees Goblin staring at him with his fiery, orange eyes, as if they are looking at his soul. Goblin is then interrupted as he senses two other life forms. He turns around to see two girls: one dressed in red and the other dressed in white.

"Ugh, first the spider and the girl, and now this freak." Miltia said to her friend.

"Let's make sure we finish this one, okay Miltia?" Melanie said with her arms folded.

"Yes." She replied as the two dash at the hooded Goblin, who does bother moving an inch. Miltia uses her claws to swipe at the Goblin's skin, but noting is fazing him. Then Melanie delivers a devastating kick to his neck, but instead of breaking it, it actually broke her leg.

"Ow, that wasn't supposed to happen." Melanie said as she tends to her broken leg.

 ** _"_** ** _Are you two done?"_** Goblin asked them, as the two girls turn to look at him. **_"Because I am already getting tired of this game."_** He said as he immediately grabs Miltia by her head, and uses his fire powers to burn her from top to bottom, leaving nothing behind of her.

"MILTIA!" Melanie screamed from the floorboard. She then sees the Goblin slowly approaching her. "No, please no!"

Goblin fires up a fire punch and punches her through the stomach, creating a large, burning gap through her body. As he leaves her dead body there, Goblin notice's that Junior has left the building. **_"Hmmmm…_** " He slightly growls, standing in the middle of the further destroyed club.

* * *

Outside of the club, Junior is running as fast as he could to get out of there. "Got to get out of here! Got to get out of here!" He keeps telling himself that, not wanting to go through the same experience as those left inside the club.

 ** _"_** ** _Where do you think you're going?"_** A voice tells Junior. As Junior looks to his right, he sees a huge hand grab him by the throat and pushes him towards a wall.

As Junior tries to get out of the choke hold, he sees the hooded monster in front of him, face to face, although he could only see the fiery eyes inside the shadow of the hood, but that is enough to frighten him to days no end. **_"Now, I give you one last chance. Tell me if there are any other terrorist organization in this world besides the White Fang!"_**

"There's…only the…White Fang… no one else…" Junior said as he struggles to get each word out.

 ** _"_** ** _Are you sure?"_** Goblin asked, not wanting to waste any more time.

"Yes…I'm telling the truth." Junior confirmed, as Goblin let's go of his throat, leaving him to catch his breath.

 ** _"_** ** _Hmph. Fine then. But if you are lying to me, I will come back to finish you off."_** Goblin threatened him as he leaps to the rooftop and to the next, leaving Junior utterly terrified at what he just witnessed tonight.

Goblin hops from rooftop to rooftop, before stopping so we won't get noticed. **_"So, it would seem that the White Fang are the only criminal group in this world. Fine then. I'm sure I could make use of them."_** He said to himself. He then senses a strange energy signature. **_"What is this power I'm sensing? I'm getting a huge reading from somewhere at this city's ocean."_** Goblin then focuses a bit, **_"Wait a minute. This power. It's the ISO-8! So that must mean that my Hellcarrier have made it through the trip as well."_** Goblin laughs as he locks on to the energy signature and teleports there.

In the bottom of Vale's ocean, Goblin finds himself back in Hellcarrier, still cloaked so that no one else can find it. **_"Yes, yes. Everything is exactly how it was before Parker interfered."_** Goblin said as he walks around the sunken ship. **_"Now, please tell me I still have them all."_** Goblin opens a door, that reveals a room filled to the brim with all the ISO-8 he stole from S.H.I.E.L.D.'s warehouse a month ago. **_"AHAHA, it's all here. Hundreds upon hundreds of my ISO-8 is still here and accounted for. Just one chip is MUCH more powerful than those Dust crystals. But I will admit, they might have some uses for me soon. Just imagine when I combine the ISO-8 with Dust, my power will reach new heights."_** He closes the room with the ISO-8 and walks to another room. **_"I'll worry about that later, but let's see if my guest has also survived the trip here."_**

Goblin opens another room, where an old lady is laying there unconscious. Goblin grins, **_"Ah, Parker's Aunt May. It would seem that she survived the trip as well."_** Goblin walks closer to the unconscious aunt. **_"Parker thought that her Aunt was somewhere in the city, not knowing that she was here the entire time, AHAHAHA!"_** Goblin stands next to Peter's aunt, **_"Now to finish her off."_** He fires a fireball at Aunt May, burning her alive as she turns to ash, leaving nothing but the watch Peter got her being the only thing left. Goblin picks it up, **_"I'll have to give this to Parker the next time we meet. He will be so devastated when he hears what happened to his own Aunt. Hehe, I can't wait to see the look on his face, but for now I have other business to attend to."_**

Goblin leaves the room and approaches the ship's armory. He touches a button, as the floor opens up to reveal a couple of pale robots. **_"Ahhh, the LMDs, also known as Life-Model Decoys. Using a rare metal called Epidurium, the robot' takes form of that person, essentially making an exact duplicate of said person"_** Goblin explains as he approaches them. **_"Fury likes to uses these a lot to trick people, and now I plan on doing the same."_** Goblin takes one out and presses a button on its chest, turning the plain robot into a copy of Norman Osborn, in his human form. **_"And thanks to my modification, with the help of an ISO-8 shard, not even this world's top computer can distinguish that it's a robot, even from its DNA as it will have an exact replica of the original's. It's practically a clone, the perfect clone!"_**

The LMD Norman Osborn looks at his Goblin self and smiles. "Even people like Cinder won't be able to tell us apart." The LMD said.

 ** _"_** ** _Correct, my LMD self."_** Goblin said. **_"That is why it is your job to go back and fill in for me. As much as I like don't like it, you'll have to do what Cinder orders you to do, at least until my plans have reach its final stages."_**

"Yes, yes, I know that." The LMD Norman said. "Cinder is definitely going pay once we get everything set."

 ** _"_** ** _She will, I promise you that. Now I'll teleport you back to the lab. I can sense of those White Fang goons about to check it."_** Goblin uses his powers to teleport LMD Osborn back to the abandoned laboratory. **_"Meanwhile, I'll stay here to continue making more of my ISO-OZ formula. Soon this world won't know what'll hit them. And Parker won't even sense a thing, AHAHAHAHAHAHA!"_** Goblin laughs maniacally as he steps out of the armory to continue working on creating more ISO-OZ formula.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Green Goblin:** ** _I…am the Green Goblin. I have already finished working on some more ISO-OZ formula, now to find the perfect test subjects. And according to the computer, there is a White Fang camp at this Forever Fall place._**

 **Adam: Hey, creep. What do you plan on doing?**

 **Green Goblin:** ** _And who might you be?_**

 **Adam: The name's Adam. Now I don't know what you are doing to my men, but it stops right here.**

 **Green Goblin:** ** _AHAHAHA! Well, Adam. If you intend on fighting me, then fine. This would give me the perfect opportunity to show off my Primal power._**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Primal Power_**

 **Green Goblin:** ** _You are about to taste what REAL power is._**

* * *

 **** **KFX here: Wow, Goblin has just arrived at Remnant, and is already killing people, even Aunt May apparently. Now next chapter he's gonna fight against Adam, and a look at his evolving power as Goblin gets a new form. Next chapter might also explain why Peter's Spider Sense went full frenzy back when he was on his way to Beacon. A big fight is happening next, and I'm sure it's a fight Adam will remember, trust me.**


	13. Vol 1 Issue 10: Primal Power

_Vol 1 Issue 10: Primal Power_

 **Osborn's Laboratory**

It's early in the morning at Vale, and Norman has been quite busy, or more specifically LMD Norman, an exact duplicate of Norman Osborn, filling in to work with the White Fang. In only a few short hours, Osborn has managed to turn the entire abandoned laboratory, into a completely working one, with all the machines and equipment in working position.

LMD Norman is currently working on a new formula, called the Dust Formula, to increase one's power with the power of Dust. One White Fang member steps into the lab while LMD Norman is mixing chemicals.

"Here's more Dust for your experiment, Osborn." The White Fang goon said, as he puts down a case filled with Dust next to the table Norman is working on.

LMD Norman turns around to the goon. "Don't call me Norman. Just call me the Professor." LMD Norman told him. "We don't want Spider-Man to know I'm here. That's why I told Roman to send only a select few of you White Fang lackeys to work for me, and not bother with anything else."

"Y-Yes, sir." The goon said, clearly not liking to be called a lackey, especially by a human. "So, Professor, I have a question."

"Yes, what is it?" LMD Norman asked, while observing the chemicals he's using.

"It's about Spider-Man, sir. How did he get his powers? Does he have an Aura and a Semblance?" The WF goon asked, which caused the LMD to raise an eyebrow.

"Aura? Semblance? What are those?" He asked.

"Well…" The goon thinks of an explanation. "Aura is like the manifestation of one's soul, and those with Aura can use it powers to do all sorts of crazy things, like run really fast, or create fire and stuff. That is what a Semblance is." He explained.

"Hmph, I highly doubt Spider-Man has those, since he and I are from another dimension." LMD Norman said.

"Oh, right." The goon rubbed the back of his head. "So…how did Spider-Man get his powers?"

The LMD takes off his goggles and stand up. "Spider-Man was an accident, a fluke, a scientific anomaly." He said as he starts walking away from his work desk.

"What does that mean?" The goon asked, confused.

"What I mean is that Spider-Man has all this amazing power, given to him by an accident. But instead of using that power to rule and crush his enemies with an iron fist, he decided to waste his potential on saving lives, people that would one day betray him, and yet does nothing more with all his power." LMD Norman explained as he picks up a box filled with the weapons he promised to build.

He walks over back to the WF goon. "Here are the weapons I promised Roman and Cinder. I'm sure they will be impressed with the results." He hands over the box the goon.

"Thank you, Professor." The WF goon heads back to the entrance, but not before he turns around to ask another question. "So, if Spider-Man wanted to, he could easily crush us all?"

The LMD sits down back on his chair to continue working on his formula. "Yes, he could. He has the power, not to mention he is one of the smartest people back on my world. He could easily stop us all, and that is why we need to hit him back hard." The LMD Norman answered, as he puts back on his goggles.

"Okay, then. This formula of yours better work." The goon said as he walks out.

The LMD Norman sighs, hating the fact that he is constantly watched by other White Fang members, not to mention he's being ordered by some of the goons.

"I really hate doing this." The LMD said as he gets a call from his head.

 _"_ _Have patient, my LMD self."_ The REAL Norman Osborn said through a communicator as he talks to the LMD. Thankfully, only the LMD can hear what Norman Osborn has to say. _"It's only a matter of time until we get our due."_

"Your right. Not to mention creating Supervillains for the White Fang will surely keep Spider-Man from knowing our true goals." The LMD said with a smile.

 _"_ _Ah, you really are me, you know that."_ Norman said through the communicator. _"Yes. This will keep everyone busy, that includes that know-it-all Cinder from knowing our true plans. Now continue with the formula. I'm almost done creating some more ISO-OZ formula."_ Norman then hangs up.

"Hm hm hm. Soon, everything will come into play, even if we have to take months for our goals to succeed." The LMD said as he continues to work on the Dust Formula.

* * *

 **Osborn's Hellcarrier**

"Excellent." Norman said as he finished another glass full of ISO-OZ formula. "Now to implement it into my old pumpkin bombs, so that way I can infect multiple people at once, knocking them out as they get infected."

Norman walks to the ship's armory, as he brings out his pumpkin bombs of when he was just a goblin in a costume. "If I'm right, those who get infected will not realize that they have been infected. They will be under my control, allowing me to control their actions, not to mention their transformation. And the best part is, they won't have any memory of being infected, until it's all too late."

Norman then walks to the ship's main computer. "Computer. Give me the nearest White Fang location here in Vale."

The computer opens up the entire map of Vale. It then pinpoints the nearest location of any White Fang activity at a mountainous area with many cliffs and is covered by a forest of red-leafed tress.

"That place. If I recall, that forest is called Forever Fall." Osborn stated. "It's a good thing that I've been doing my research about this world ever since I got here." Norman picks up his purple cloak and some pumpkin bombs that have the ISO-OZ formula gassed inside.

"Now then, time to do some experimenting." He said, as his eyes start to glow orange fire again.

* * *

In the Forever Fall, there are dozens of White Fang members there, minding their own business. That is, until one of them notice a pumpkin bomb that was thrown into the middle of the camp.

"What is that?" One WF goon asked. Suddenly, the bomb went off, releasing an enormous, green smoke all around the camp. The White Fang there breath in the gas, causing them to gasp as they all fall unconscious onto the ground.

 ** _"_** ** _AHAHAHAHA!"_** The hooded Goblin laughed, as he jumps into the camp filled with the unconscious White Fang members. The gas also starts to disappear from the area. **_"Ha! That was almost too easy."_** Goblin told himself. **_"Taking over this world…is going to be a lot easier if this fools don't see this stuff coming."_** He whispered to himself.

"Hey, who are you?" A voice asked from behind Goblin, causing him to turn around. The man behind him is tall and has red and brown hair spiked backwards. He wears a mask that covers his eyes and upper face. He also has the horns of a bull, signifying that he is a Faunus. The man wears a long-sleeved black trench coat with slit sleeves and more red designs and a white symbol on the left side. His trench coat is red on the inside with red flame-like accents at the bottom and a large emblem on the back, with a white tulip design covered by a red rose design. His trench coat is half-buttoned, exposing a red shirt with a black line running parallel to his collar under it.

 ** _"_** ** _Who…are you?"_** Goblin asked the newcomer.

"The name's Adam Taurus." Adam answered.

 ** _"_** ** _Hmph, okay."_** Goblin takes a closer look at his mask and horns. **_"And judging by the mask, not to mention those horns, I'm guessing you work for the White Fang, am I correct?"_**

"I'm not just any member of the White Fang. I'm a high-ranking member, leader of this Kingdom's White Fang." Adam explained.

 ** _"_** ** _Ooooooohhh."_** Goblin said, noting to himself that there are multiple leaders of the White Fang in each kingdom, all working under one master. **_"And if I'm right, the current leader of the White Fang is someone called Sienna Khan?"_** Goblin asked.

"Enough talk! Who are you, and what have you done to my men?" Adam demanded an answer from him.

 ** _"_** ** _Who am I is none of your concern. To answer your second question, I just wanted to have a little fun with these animals."_** Goblin said, as he kicks one of the unconscious men to another side of the camp.

Adam groans in anger, not liking what this freak is treating his men. "So what are you, a Faunus or a disgusting human?" He asked as he points his sword at the hooded figure.

 ** _"_** ** _I…am neither."_** Goblin simply answered.

"What does that mean? Are you supposed to be some kind of Grimm?" Adam asked. Just as he asked that, a split second later, Goblin vanished from the spot he was standing on. "What the…where are you?" He takes a step back until he feels something behind him.

 ** _"_** ** _Can a Grimm be this fast, OR as powerful?"_** Goblin asked, as he punches Adam in the face, knocking him back to the middle of the campsite.

Adam slowly gets up as he gets his weapon ready. "I don't know what you are, but you are definitely a freak. A freak that isn't needed in the new world that the White Fang will soon create." He points his sword at the Goblin.

 ** _"_** ** _So you want to fight, eh?"_** Goblin asked as he gets into a fighting position. **_"Then come on! Show me the power you have to change this world!"_**

 **BGM- Ultimate Spider-Man Game- Venom Fight 1 (Track 9)**

Goblin vanishes again, this time appearing right in front of Adam as he continuously attacks him a flurry of punches. Luckily, Adam was able to counter each punch with his Wilt, absorbing each blow. Goblin then decided to sweep kick him, and then punch him to a tree.

"I'll admit, for a freak like yourself, you're not half bad." Adam complimented him as he gets back up.

 ** _"_** ** _You would be surprised how many freaks are stronger than you."_** Goblin teased, as the two charge at each other, fighting at intense speeds that the normal human wouldn't be able to follow.

The two continue to clash at the speeds they're going. As they stop the clash, the two are now looking at each other in the face, just a few feet apart away from each other. Goblin was the first to act, as he brings out his claws to swipe at Adam's mask, but the young man backflip away from the attack, and then jumps forward to slash at the Goblin's chest.

The Goblin takes a step back, as this is the first time he received a wound in battle during his time in Remnant. He then starts to laugh, **_"Ha, good! This is definitely more like it! But if this is the limit of your power, then I have to say…I am really disappointed."_** He taunted Adam, making him pretty mad.

"Like you know what power is, freak." Adam said, as he changes his sword into a rifle, the Blush. He then starts shooting rounds at Goblin, who blocks them with his arm, but was still annoyed by the bullets. "The power that me and the White Fang has, will bring a new order to this world! This world will get its justice! Humans and freaks like you don't belong here!"

 ** _"_** ** _AHAHAHA!"_** Goblin laughs as he deflects all the remaining shots with a fire wave. **_"How can you bring justice, when you don't even have the right power to execute it? It's clear that you and the White Fang need more power if you want to control the world, but you won't get it here!"_** He said as he charges at Adam, who was ready to block his attack. What he didn't expect, was for Goblin to teleport behind him and deliver a powerful punch that sends him to the trees.

Goblin walks up to Adam, who is struggling to get up after crashing to the trees. He then grabs the bull Faunus by the throat. **_"You need to look outside the box. Outside this universe if you want to have the power to change everything."_** He then uppercuts Adam up to the air. He then follows him as jumps higher, making him face to face with Adam. He then charges up a fireball in his hand, and collides it with Adam's body, causing him to crash back to the ground below.

As Adam struggles to get up, Goblin lands a few feet in front of him. Even while it's hard to see his face behind his cloak, the Goblin has a big grin plastered on his face. **_"AHAHAHA! Is that all you got?!"_** He taunted as he charges up a fireball. **_"Your weakness disgusts me! How can you order around the White Fang with your level of power?!"_**

Goblin fires multiple fireballs at an incredible speed straight at Adam, who blocks all of them with his sword. **_"Come on! Don't just crouch there, give me a real challenge!"_** Goblin demanded as he continues to throw fireballs at Adam's sword.

While Goblin continues to throw fireballs, he doesn't see the smirk on Adam's face as he is actually absorbing the power from the fireballs. _"Yes, keep firing them fireballs of yours. They will certainly help me with your end."_ He smiled as he continues to block all the fireballs and absorb their power.

Having enough with the fireballs, Goblin then decided to end this fight. **_"You are wasting my time! Now, meet your end!"_** He charges up his hands and fires a massive energy wave at Adam, causing an explosion around the area. **_"AHAHAHAHA! That…was truly pathetic!"_** Goblin laughs as he walks over to Adam, where the smoke is covering him. **_"Come out, Adam! I know someone as stubborn as you is not dead, at least not from that!"_** He approaches the spot where Adam was blocking all of his attacks. **_"You can't bring justice to the world if you are dead! SO COME ON OUT!"_** He yelled out. He then slightly notices something inside the smoke, in which what appears to be Adam, but his hair, shirt, and his blade are glowing red. **_"What is this-AAARRGGHH!"_** Goblin screamed in pain as Adam slices his entire chest with his powered up sword, with all the color around them turn to red and black.

"Now to finish the job!" Adam declared as he stabs Goblin through his cloak, as he continues to stick his sword deeper and deeper into his body until it reaches the heart. "There you are." Adam smiled as he stabs Goblin's heart, as evident with his sword sticking out of Goblin's back side.

 ** _"_** ** _W-what? How…dare…you…"_** Goblin said, as Adam takes out his blade from the Goblin's body, leaving him to lie down on the ground, dead.

Adam puts away his sword as he walks away from the Goblin's dead corpse. "Hmph, for someone who thinks he knows so much about power, you seem to like to underestimate those who were hiding their true power." Adam said as he continues to walk away. "I shouldn't expect a freak like you to know anything. So go ahead and rot there, like the animal you are."

As Adam continues to walk away from the dead body, he hears a small laughter. **_"Hehe hehe…"_** Adam stops in his tracks and quickly looks back, "What?!" He sees the dead body, or what appears to be the dead body, of the Goblin as he slowly gets up, laughing maniacally. **_"AAAAHAHAHAHAHAHA! Oh Adam, it would seem that you too like to underestimate those who were hiding their true power."_** Goblin said as he faces Adam, who is entirely in disbelief, as someone has survived his attack.

"T-That is impossible!" Adam said, worried. "I absorbed all your attacks, stab you in the heart with all that power, and yet you still stand?"

 ** _"_** ** _AHAHAHAHAHA!"_** Goblin laughed. **_"You are not the first one to stab me in the heart. Trust me, I tried that before and it didn't keep me down for long either."_** He said, remembering the time he accidently killed himself with his own glider, which was originally intended to kill Spider-Man.

"W-What?!" Adam shouted, while also trying to think of a way to beat him, or escape.

 ** _"_** ** _Well then, now that you showed me your true power. Allow me to show you my ever-evolving power. Power that you could only dream of."_** Goblin grinned as he slightly crouches and starts charging up. His body starts to surround itself in flames, as the rubble on the ground start to float, and the entire forest start to shake from his power.

"What is this? What is this power?" Adam said, while he is starting to look a bit terrified as he watches the Goblin charge up his power.

 ** _"_** ** _HAAAAAAAAAAAAAAA! HYAAAAAAAAAAAAHH!"_** Goblin screamed as his body's flames start envelop everything in the campsite, including Adam, who shields his eyes with his arm.

* * *

Elsewhere, Peter Parker is in an airship, flying with other students as they are about to enter Beacon Academy for the first time. Peter was just looking out the window as a boy runs by him sick. _"I better check to see if he's okay."_ As Peter moves to check on the air sick boy, his Spider-Sense goes into maximum overdrive, _"What…is going…on…?"_ He slightly crouches down as he rubs his head, _"My head! It never felt this much pain before!"_ He thought as he slowly gets up, with the pain he felt gone. _"That was weird. Why did my Spider-Sense go nuts like that? It never hurt my head that much before."_

* * *

Back at the White Fang campsite, everything is on fire. Adam slowly gets up, coughing from all the fire around him. "W-what happened?" He asked as he looks around the camp. "What did this monster do?!" He said, angrily.

 ** _"_** ** _AAAAHAHAHAHAHA!"_** Adam heard a sinister laugh as he faces the spot Goblin was standing in before the explosion, which is now covered in smoke.

"Alright, you hooded freak of nature! Where are you!?" Adam asked as he gets his sword out.

 **BGM- Dragon Ball Super OST- Golden Frieza's Theme**

 ** _"_** ** _Hehe…I'm right here of course."_** As the smoke clears, Adam's eyes, behind his mask, widen, as he sees that the hooded creature is not how he was before. Goblin is now surrounded by an intense fiery aura so bright, his entire body and cloak appears to be a dark silhouette. The only thing Adam could see are his bright, and intense fiery eyes, and the large line openings all across his body and cloak, which appear to be filled in with red magma.

 ** _"_** ** _This…is REAL power, Adam! PRIMAL POWER!"_** The new, Primal Goblin, said to the Vale leader of the White Fang, who couldn't believe what he is seeing.

"T-this…is unreal…" Adam is at a loss for words, as the Primal Goblin walks closer and closer to him, with each step causing a little tremor. "I…am Adam Taurus." He takes out his sword as he gets into fighting position. "I will change this world. And monsters like you don't belong here!"

 ** _"_** ** _I'm not the only monster here."_** Goblin said as he crosses his arms. **_"With your obsession with changing the world, you seem to becoming the monster that you are facing right now."_**

"YOU'RE WRONG!" Adam shouted at him. "I AM NOT A MONSTER! HUMANS AND FREAKS LIKE YOU ARE THE REAL MONSTERS!"

Goblin laughs as he puts his hand on his face. **_"That's the difference between you and I, Adam. We both seek power to change the world to what we envisioned it. But unlike you, I KNOW I am a monster. I ACCEPTED that I am a monster. You just keep lying to yourself that you aren't, and that is why you won't change this world. Bring justice as you call it."_** He said.

"BE QUIET!" Adam lets out a battle cry as he tries to attack Goblin, but with each slash from his sword, his weapon starts to melt. "What…"

 ** _"_** ** _What's wrong? Can't take the heat…"_** Goblin punches Adam to another tree. **_"Then stay out of the kitchen."_**

Adam slowly gets up, but is met with a barrage of fireballs from the Goblin. He tries to block each blast, hoping to absorb the power. **_"Let's see how much power that sword of yours can contain, shall we?"_** Goblin continues to throw fireballs at him, struggling to stay in place as the energy he is absorbing is becoming too much for him to take. And then the unexpected happened. His sword broke apart from trying to absorb too much energy.

"Nooooo. This can't be happening. This can't be happening!" Adam said, picking up the broken pieces of his sword.

 ** _"_** ** _AAAAAHAHAHAHA!"_** Goblin leaps next to Adam, repeatedly punching him in the face as his mask starts to crack. **_"HOW PATHETIC! AND TO THINK YOU ARE THE LEADER OF THE WHITE FANG IN THIS KINGDOM!"_** He said as he stops punching Adam in the face, where there is blood coming out from all over his body.

Adam coughs as he tries to get a word out. "I doubt…you can…do a…better job…" He struggled to say.

 _"_ _We'll just have to see about that."_ Goblin thought as he stomps on Adam's face, causing him to go unconscious.

"Sir! Sir!"

"Ughhhhh…."

"He's waking up."

Adam wakes up, with his mask partially broken, to see that his fellow White Fang members are all awake right next to him. "What…happened…" He said, still feeling a bit weak.

"We don't know, sir. We remembered we were all gassed, fell unconscious." One White Fang member said.

"And when we all woke up, we found the whole place on fire, and you laying there unconscious." Another White Fang member said.

"Ugh…where's the freak that attacked us. What happened to him?" Adam asked weakly, as two other White Fang members help him up.

"We don't know, sir. Whoever attacked us must be long gone, as should we be. I'm sure some of the police may have noticed us."

"Okay…" Adam said as he starts walking. "What about the other camps in Vale? Did they report anything of being attacked?"

"No, sir. It appears that no one else has been attacked by this creature."

"Good, but be prepared." Adam ordered. "This guy is strong. Unbelievably strong. Just one wrong step, and you would be doomed. I'm just surprised that I'm still alive."

"Get some rest, sir." A girl White Fang member advised him. "You've been through a lot today."

"Right…" Adam said as he exits the forest. "Make sure Cinder doesn't know about this. I've already had enough with her already."

"Sure, sir." The WF goon said as Adam and some others start to leave the forest. A few others are catching up until they get a call from their scrolls. One of them answered it, "It's just as you predicted, Master. He doesn't expect a thing."

 _"_ _Good, my children. Keep up the act, in fact don't worry about that, since I can influence your mind with my power."_ The person from the scroll told them.

"And how about those other White Fang camps you attacked while Adam was knocked unconscious, Master?" Another WF member said.

 _"_ _Heh, I've successfully infected the majority of the White Fang members all throughout Vale, and no one expects a thing, not even Cinder. I've even invited some of them into my Hellcarrier."_

"That's great, Master Goblin." Another WF goon said with a smile.

 _"_ _AHAHA! Now, let me see you change, right in front of my eyes."_ Goblin said through the scroll.

"Okay, Master." The remaining White Fang members in the forest start to change in appearance, as their skin starts to turn green, and their masks start to turn into a goblin mask.

 _"_ _OHOHOHO! Excellent! And if you are changing, then that means most of the other White Fang members can change as well. I can cause you to change at my own will, as evident."_ Goblin, using his mind, changes their goblin appearance back to normal. _"AAHAHAHA! Perfect! Now, my children. Go back and tend to poor Adam. I have some other children here that I need to talk to."_ Goblin hangs up.

"As you wish, Master." The remaining WF goons head out of the forest, all with big smiles on their faces.

* * *

"Uh, where am I?" One WF member said, as he and dozens of others start to wake up in the Hellcarrier. The goon looks at his skin, which is now green, and his mask, now looking like a goblin mask. "What is this place?"

 ** _"_** ** _Welcome, my new Goblin Gang!"_** Goblin announced, now back in his greener look, getting everyone in the Hellcarrier their attention. **_"But I think gang is not good enough. I say we are more of a family. An Empire! A Pantheon! And I…I am your daddy, YOUR GOD…_**

 ** _"_** ** _I…AM THE GOBLIN KING!"_** Goblin finished, as he starts to laugh maniacally, as everyone in the Hellcarrier starts to laugh with him.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Goblin:** ** _I…am the Green Goblin. I successfully managed to infect the majority of the White Fang in Vale, but if I plan on infecting everyone in the world, I need some help._**

 **Merlot: And you expect me to work with you?**

 **Goblin:** ** _Of course, Dr. Merlot. With your help, I will be able to rule over the entire human race with my ISO-OZ formula._**

 **Merlot: But human beings don't have the potential or power to be a sufficient army. Grimm, however, are the perfect candidate for this. And I will make you understand that. By force if I have to.**

 **Goblin:** ** _Foolish, doctor._** ** _You will soon realize the massive potential that humans have, especially compared to your mutant Grimm and that pathetic excuse for a serum!_**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _The Goblin's Plan_**

 **Goblin:** ** _You will soon learn to never underestimate the OZ formula, doctor!_**

* * *

 **KFX here: Wow, what a chapter, huh. And look, I'm implementing stuff from the RWBY: Grimm Eclipse game. Man, this is certainly becoming more and more interesting isn't it. And don't worry guys and girls, after the next chapter we'll go back and see what Peter is up to, so hold on.**


	14. Vol 1 Issue 11: Goblin's Plan

_Vol 1 Issue 11: Goblin's Plan_

 **Hellcarrier**

It's been a few hours since Goblin's battle against Adam. Not only did he beat him, he was also successfully able to infect the majority of the White Fang in Vale while their leader was unconscious. But because of that, he used up all of the ISO-OZ formula he just created to turn people into goblins. Right now, it is nighttime in Vale. While Peter is sleeping at the ballroom at Beacon, Norman is in his lab trying to create more ISO-OZ formula, while his Goblin Gang (goblin versions of the White Fang he took back with him) are testing out their enhancements in the training room.

"Uhh…" Norman sighed as he is whipping up some more ISO-OZ formula. "I will admit, creating more ISO-OZ formula…is a lot harder than the regular version. I'm already running out of resources to mix with the ISO-8, and I don't want the likes of Cinder to know what I have really planned yet." He gets up from his chair as he walks towards the main computer. "It pains me to say it, but I might need a bit more help if I plan to conquer this world, but who?" He asked himself.

Norman reaches the main computer room, where he starts pressing on some of the computer keys. "Computer, give me a list of this world's top genetic scientists." He ordered the computer, as it starts to look over files and Remnant's database. Norman crosses his arms as he waits, "I need someone to manipulate, to help me create more ISO-OZ formula. I hope this world has at least one scientist that can understand my genius."

The computer stopped searching as it shows a list of all the top scientists in Remnant that is experienced in genetics. Norman searches and looks up on all of them, but is unimpressed with what he searched and read about. That is, until one name strikes Norman's interest.

"Oh, what do we have here?" Norman smiles, as he clicks on one particular scientist. "Doctor Merlot, the founder of Merlot Industries." Norman read the profile on Dr. Merlot. "Merlot Industries, located at the now ill-fated settlement of Mountain Glenn, is a research and development corporation, created to research artificial intelligence and genetics." Norman smiles at what he is reading, "This company sounds almost like my Oscorp. Hehe, let's read more shall we." Norman continues reading as he finds something else that catches his eye, "Oh. It would seem that Merlot's constant obsession with researching and experimenting on the Grimm, caused a lot of havoc for his company, leading to the destruction of his main facility at Mt. Glenn, and to his apparent death."

Norman finished reading the profile about Dr. Merlot, but his smile didn't disappear, even after learning about the doctor's presumed death. "If these people haven't found a body, then that must mean he's still alive somewhere, still continuing on his Grimm research. Now I must find out where he is. Computer, give me the locations of all the Merlot Industries facilities in the world."

The computer does as its requested, as it shows a map of all the closed down Merlot Industries facilities in the world. "Good. Now scan all those facilities. Give me the location with the one that has the most radiation." Norman requested as the computer starts scanning all the empty facilities. "If this doctor is anything like me when it comes to experimenting with creatures, then he must be using some kind of serum for them."

Norman stopped talking as the computer gave him the location of a facility with the highest readings of radiation and chemicals. "There. He's on some remote island, somewhere far from this city. Looks like it's time for me to take this ship airborne."

Norman presses a button to activate the speaks, "Attention, all Goblin Gang members! This is your master, Norman Osborn, speaking! We are now going airborne; I repeat we are now going airborne! We are going to a remote island to recruit another 'friend', so get ready for anything!" Norman said through the speaker, as the Hellcarrier starts to rise up from the ocean, still cloaked so that no one could see them. It then starts to fly away, out of Vale's ocean.

* * *

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Hand Hideout**

After 30 minutes, the Hellcarrier has arrived at the remote island, where Merlot is presumed to be there. Norman, now in his Hooded Goblin costume, along with four of his Goblin Gang, jump from the top of the Hellcarrier, and land right at the shore of the island.

"So is this where the doctor is staying at, master?" One of the GG soldiers asked the Goblin.

Goblin takes a few steps, as he gets a good feel of his surroundings. **_"Yes, he's here. I can sense him."_**

"Master, look!" Another GG solider said. Goblin turned around to see a couple of red androids with lances approaching them.

 ** _"_** ** _Androids? Ha!"_** Goblin said. He then smiles and looks at his team. **_"You all know what to do. Destroy them!"_**

"Yes, sir!" The Goblin Gang said, as they start attacking the Androids with upgraded firearms and swords that Goblin provided them. With their new weapons and enhanced abilities, the gang was able to easily take out the androids, who stood no chance against them.

Goblin applauds them for a good job at handling the trash. **_"Good job, my children._** **_Now let's keep moving."_** He ordered as they all continue to explore the huge island.

As the team are exploring more of the island, filled with radio towers and androids, they arrive at an area filled with pipelines.

 ** _"_** ** _It would seem that we are closer to Merlot's main lab."_** Goblin said as he looks at the pipelines, which must be all coming from the main lab area.

"Master, look at this." One of his men said as he observes a green substance.

 ** _"_** ** _What is it?"_** Goblin asked.

"I don't know, but it doesn't look good."

Suddenly, Goblin senses something coming for them. **_"Children, get back!"_** He shouted as they all take a leap back as some Grimm start appearing: Creeps, Boarbatusks, Beowolves, and Ursas.

"We have Grimm here!" A GG soldier said.

 ** _"_** ** _Ahhhh, so these are the Grimm I kept on hearing about."_** Goblin said, observing the Grimm in front of him. **_"I sense they have no soul. Instead, I feel sadness, loneliness, hatred."_**

"But to see this many in one place…" A GG soldier said, a bit worried with the amount of Grimm there is in front of them. "I don't think we could beat them."

 ** _"_** ** _Nonsense, my child."_** Goblin assured him. **_"Remember, the power of the OZ formula runs through your veins now. These soulless creatures are no match for your improved skills."_** He then points his gang to the dozens of Grimm in front of them. **_"Go. Show them what I've made of you."_**

The Goblin Gang charges at the dozens of Grimm in their path, while Goblin just stands there watching his 'children' tear apart the Grimm. Usually, Grimm are pretty tough to beat, especially when it's a low level grunt versus a mini army of them. But with the power of the ISO-OZ formula, the goblin grunts were able to destroy each Grimm with little to no problem.

As the last Grimm in the area was cut apart, Goblin walks up to his children with a huge smile on his face. **_"Well done, children. I told you, the power of the OZ formula has made you much stronger than these lowly creatures. And to think, Merlot sees a lot of potential in them."_**

He is interrupted as his earpiece starts ringing. **_"Ah, I wonder who it is?"_** Goblin smiled as he answers the call. **_"Why, hello Dr. Merlot. I was wondering when you would call me after we have been rampaging through your island."_**

 _"_ _What?! You were expecting me?"_ Dr. Merlot asked, clearly not expecting them to know who he is. _"Who sent you? Was the military, or that fool Ozpin from Beacon Academy?"_

 ** _"_** ** _Oh, no, no, no. You have it all wrong, good doctor."_** Goblin said. **_"I'm here on my own merits, to find you and for you to help me."_**

 _"_ _Help you? With what?"_ Merlot asked.

 ** _"_** ** _You see, good doctor, I have a plan. A plan to change the entire human population on Remnant into my own Goblin Army. An invincible army, one that could not be easily taken down. And I need your resources for that plan to succeed. So, Dr. Merlot, do we have an agreement?"_** Goblin explained to Merlot, who took a minute to process all of what he's heard.

"Hmm…I'm afraid that I would have to reject your offer." Merlot said.

 ** _"_** ** _And why is that, doctor?"_** Goblin asked curious.

 _"_ _You must be a fool to think that humans and faunus could make the perfect army_." Merlot argued. _"Grimm are the perfect means for an army. They are the superior species, with their interesting biology, their unbridled, raw aggression and lack of sentience make them the perfect vessel and soldiers. And with my serum, they would be even stronger than humans."_ He explained to Goblin.

Merlot thought that speech would convince the Goblin that the Grimm are superior, but it only made him laugh. **_"AHAHAHA! You are a fool to think that Grimm are the superior species. You've must have seen the damage me and my gang have caused to the Grimm here, as well as your precious androids."_**

 _"_ _That because you are all just freaks of nature, possibly some form of advanced Grimm I've never seen."_ Merlot said, which only made the Goblin laugh again.

 ** _"_** ** _You must be a real fool to think we are Grimm, doctor. I assure you, me and my gang here were originally both human and faunus respectively."_** Goblin explained.

 _"_ _But…how? T-that's not possible."_ Merlot said, caught off guard that the people attacking his island were originally normal people.

 ** _"_** ** _With my OZ formula, of course. Much better than the stuff you have on this island."_** Goblin told him.

 _"_ _Hmph, we'll see about that. You haven't seen what happens when you face off against a mutant Grimm. BEHOLD!"_ Merlot said, as a mutant Beowolf appears right in front of the gang. _"HAHAHA! Let's see what you can do against this one!"_ He shouted through Goblin's earpiece communicator.

As the mutant Beowolf roars, Goblin stands there laughing. **_"I assume this Grimm was mutated by your serum of yours? HA! I can tell it's still weaker than me and my men!"_** Goblin proclaimed.

 _"_ _What makes you so sure?"_ Merlot asked.

Goblin laughs a bit as he vanishes right in front of the mutant Grimm as he charges up his fire fist. **_"Allow me to show you my power."_** Goblin said, as he punches a whole through the Grimm, killing it.

As the Grimm slowly dissolve into nothing, Dr. Merlot, through the earpiece, is at a loss of words. _"T-that's' impossible! How could you have beaten it so quickly and so easily! My estimates show that even a skilled Huntsman and Huntress would have trouble with it!"_ Dr. Merlot said.

 ** _"_** ** _He, now do you see? A mere human, powered by my OZ formula, is more capable than whatever Grimm you have and mutate into."_** Goblin said all smug.

Merlot quickly regained his composer as he tries to act all calm and collected again. _"Ha, don't get too cocky. That was only one mutant Grimm, as there are more inside my lab waiting to destroy you all."_ He said.

 ** _"_** ** _Hmph. If I have to destroy your entire lab to prove to you that the Grimm are inferior to humans, then I will."_** Goblin turns his head to his gang. **_"Come on, children! We have a lab to trash!"_**

"Sir, yes sir!" They said as they march into the main lab facility.

* * *

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Tricell Laboratory**

The Goblin Gang has entered the main laboratory of the island, where they are greeted by Dr. Merlot from his many monitors inside the facility. The man is old, has one robotic, glowing red eye. He has a robotic right arm with red inner circuits. His hair is grey, has a matching mustache and beard, and prominent eyebrows. He also wears a gray jacket with a high collar and a red shirt underneath.

 _"_ _Greetings, my fellow guests, and welcome to Merlot Industries, where we're building a better tomorrow…today!"_ Merlot said.

 ** _"_** ** _That's the lamest slogan for a company I've ever heard!"_** Goblin proclaimed. **_"Oscorp has a much better slogan, not this trash you are talking about!"_**

 _"_ _Shut up, you freak of nature! Guards! Grimm! Destroy them!"_ Merlot ordered his minions, as more androids and mutant Grimm attack the gang.

 ** _"_** ** _Hehehe. How long do you expect these Grimm of yours to listen to you, Merlot?"_** Goblin asked, as he and his team easily destroy the opposing threat.

 _"_ _With my serum, I can control them without one going awe wall."_ Merlot proclaimed.

 ** _"_** ** _Hmph."_** Is what all Goblin could say as his team continue to wreak havoc inside the lab. They then enter a room filled with the serum used to mutate the Grimm.

 ** _"_** ** _So this is how you are harvesting the serum."_** Goblin said as he heads closer to one of the processing tanks. He observes it closely, while his gang are taking care of the Grimm in the area. **_"HAHAHA! It's just what I expected! This serum, its flawed! There is no way you can control the Grimm AND bring out their full potential with this waste of trash."_** Goblin said, as he starts destroying all the tanks in the room.

 _"_ _I don't like how you are destroying all my life's work, you monster!"_ Merlot said.

 ** _"_** ** _It's Goblin actually. The GREEN Goblin."_** Goblin corrected him. ** _"And I'm doing you a favor by destroying these tanks. They are clearly flawed, and is NOTHING compared to the OZ formula."_**

 _"_ _And that is why I must perfect the serum! It and the Grimm are VITAL to the future of Remnant, as they have the most potential out of every species!"_ Merlot argued, getting a bit angrier.

 ** _"_** ** _Your obsession with the Grimm has made you FORGET the power we human beings have!"_** Goblin argued back. **_"Now I'm not saying the Grimm are useless, in fact, I TOO find them to be…fascinating creatures."_** He admitted. **_"But when it comes to which species is more powerful and dangerous, the human body is virtually LIMITLESS with that potential, especially with the right motivation, such as my OZ formula! With it, I can make sure we truly have that limitless potential!"_**

 _"_ _I have just about enough of you, Goblin!"_ Merlot shouted. _"If you truly think you are right, come down to my testing ground at the lowest level of this facility! I have a test subject that might settle this debate once and for all!"_

 ** _"_** ** _Fine, then!"_** Goblin shouted. **_"Along the way, I'll destroy more of your 'precious' serum."_**

 _"_ _Who cares! Thankfully, I have already synthesized the perfect combination for my test subject. It's still in the test phase, but it should be MORE than enough to take care of you!"_ Merlot shouted.

* * *

The Goblin and his gang continue to search for Dr. Merlot in his lab, destroying more tanks that have his serum. Finally, at the lowest level, they have made it to the testing grounds.

 ** _"_** ** _So where is this 'test subject' you spoke of, Merlot? I'm already losing my patients with you."_** Goblin said, now irritated.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Scorpion – Aberration**

Suddenly, the ground starts to shake, as a giant Death Stalker burrow its way out of the ground.

"It's a mutated Death Stalker!" A GG goon said. The Death Stalker then spits out a couple of Creeps from its tail.

 ** _"_** ** _Children! Destroy the small fry! I'll handle with this overgrown scorpion!"_** Goblin ordered as he takes on the Death Stalker while his troops take on the Creeps.

 _"_ _HAHAHA!"_ Merlot laughed. _"Let's see how your OZ formula handle this beast! You wouldn't find a beast this deadly in nature, so I did!"_

 ** _"_** ** _Hmph, so what? All you did is make a slightly more terrifying version of another scorpion I know, but that's not saying much!"_** Goblin proclaimed as he dodges each stinger attack from the Death Stalker. As the stinger gets stuck on the ground, Goblin attacks it and then jumps on the creature's face, repeatedly punching the face as the mask start to crack. **_"Is that the best you got!?"_** Goblin taunted as he then starts throwing fireballs at the Death Stalker, making it flinch.

 _"_ _HAHAHAHA! Don't you see? Grimm are the superior species! They have no limits! They are what will lead us to the future!"_ Merlot stated.

Goblin was starting to get mad, as he dashes forward to the face of the scorpion, and uppercuts it into the air. He then jumps up and delivers a massive, fiery punch to the Death Stalker's face, bringing it back down. As it tries to get up, Goblin stomps at the body from the air, and repeatedly punches the Death Stalker as is struggles to get up from all the punishment its taking.

 _"_ _How…? How is this possible?!"_ Merlot asked, now becoming more anxious. _"This Grimm should be able to make mincemeat out of you! But instead it's getting pounded left and right, with no way to recover!"_

Goblin delivers one more punch before jumps back to the ground. **_"It is what I try to keep telling you! The Grimm aren't as great as you think they are, especially when compared to humans!_** Goblin angrily takes out a giant rock from the ground and throws it at the weakened Death Stalker. **_"Who cares about their raw aggression? Who cares about their lack of sentience? It doesn't matter if they possess all of those, because they will always lack a couple of things that makes us humans superior in every way: a soul, a motivation, A PURPOSE!"_**

Goblin then moves so fast, he is already at the tail of the Death Stalker and starts spinning, more and more. **_"I know these Grimm are intelligent, getting smarter and smarter overtime, but so as us humans! In fact, we are already light years smarter than them, that it's only a matter of time until someone finds a way to destroy all of the Grimm, and it will be too late for them when they are smart enough to realize that!"_**

He then throws the Death Stalker to the ceiling of the room, causing it to crash down back to the ground. **_"Why you wonder? It's because we have a soul, something that drives us to do incredible things! Compared to us, the Grimm are just mindless beasts, with their only existence is to destroy everything they deem a threat! But us humans, with the right power and motivation, we can do more than destroy! We can conquer, we can rule, we can control EVERYTHING!_** Goblin shouted as he charges a fire fist. **_"And with that…nothing can stand in your WAY!"_** He throws a fireball with the shape of a fist at the Death Stalker, weakening it more.

Merlot is just can't believe what he is hearing, that even through all his research with the Grimm, he must have missed that important detail, _"I…I don't believe it…"_

 ** _"_** ** _Believe it, good doctor! You've already seen it with my men! You've already seen it with ME!"_**

The Death Stalker slowly gets back on its legs as it slowly approaches Goblin. **_"And just like I told you. With the right motivation, such as my OZ formula, I have surpassed my human limitations._** Goblin starts to heat up, as he surrounds himself with an intense fiery aura. **_"I…have evolved passed my human limitations._** Goblin's body and cloak start to turn dark, with only the red magma lines being shown on the silhouette. **_"And now…I am more than any human, any faunus, or even any Grimm in this world!"_** Goblin opens his intense fiery eyes, as he is now in his Primal form. **_"I…am a God! A GOOOOOOOODDDDDD!"_** Goblin explodes in a massive heated explosion, taking out the Death Stalker as it evaporates into the nothing, and his Goblin Gang just stand there smiling, as the entire room just explodes, knocking out the monitors Merlot was using to watch over them.

* * *

"W-what is happening in there?!" Merlot asked from his main lab room. All the monitors he was using in that testing ground was destroyed in the explosion. "What was that power? I believe that us human beings can obtain that level of power." He said to himself.

Suddenly, the door to his lab is being pounded, as someone is trying to punch through it. "Oh no…" Merlot said, as the doors burst open, revealing the Goblin and his gang.

 ** _"_** ** _Hello, good doctor."_** Goblin greeted. **_"Now are you convinced?"_** He asked as he starts walking up to terrified Merlot.

Merlot franticly tries to find a place to escape, until he sees the self-destruct button on his computer. He lifts out his finger high in the sky before he could press it, until it was grabbed by the Goblin. **_"There is no need to do that, Merlot."_**

"Please, don't kill me! I'll do anything, anything!" Merlot pleaded with him.

 ** _"_** ** _Hehe, I wasn't here to kill you. Have you forgotten that I need you to help out with my plans?"_** Goblin reminded him of his earlier offer to join his group.

"Oh, right. Of course. Whatever you say, Goblin." Merlot nervously said. Goblin sighed as he slowly transforms back into his human form, taking off his hood to reveal his human face.

"Please, just call me Norman Osborn." Norman said.

"Norman…Osborn."

"Yes, and like you, I am a scientist, the founder of my own company called Oscorp, back in my dimension."

"Your dimension…" Merlot said, can't believe he is meeting someone from another dimension. "How?"

"I'll tell you later once we start working." Norman told him.

"Okay, but…tell me this." Merlot started, getting Norman's attention. "Why were you so sure that human beings, any type of human actually, have the most potential out of every living creature?"

"It's a simple answer really. And it all involves one boy: Spider-Man." Norman answered. "You have heard of him, right?"

"Y-yes, but not much." Merlot answered.

"I shouldn't expect you to, since he too is from another dimension, the same one as mine." Norman said. "Spider-Man is a boy gifted with incredible power, with practically limitless potential. He has the soul and motivation to do incredible things that no ordinary human could comprehend, but his purpose is lacking. misguided."

"What do you mean, Norman?" Merlot asked curious.

Norman turns to Merlot with a more serious face, "Instead of using that power to rule and conquer, he instead use it to help the innocent. Perform mediocre tasks like stopping bank robbers, saving people's lives, helping the weak and pathetic. If he wanted to, he could become a big threat to anyone who stands in his way, but he likes to limit himself, not use all the power he was gifted with, and that is why he could never beat me. It's because of that weakness is the reason why I keep coming back stronger and stronger, and now I have finally obtained great power, and a wish that I dreamed of for so long."

"And what is that wish, Norman?" Merlot asked again.

Norman smiles. "Let's just say that I'm a lot harder to get rid of now… and forever." He walks up to Merlot, who is thinking what Norman meant by that. But by the time he answers, Norman struck him with a needle filled with the ISO-OZ formula. Merlot screams in pain as his body start changing, as his skin turns into a light green, while his red eye turns into a dark green color. "How do you feel now, Dr. Merlot? Do you now see what I've been trying to tell you?"

"Yes…I can feel it." Merlot said as he observes himself. "This power…I feel much stronger, much smarter than I was before."

Norman smiles at his success of converting him to his army. "Nice, Merlot. I'm glad you approve."

The Goblin Gang that came with Norman, now line up next to Merlot. "Now, Norman. Care to tell me your full plan?"

"Of course, my fellow colleague." Norman started. "My plan is to turn this entire world into my own Goblin Nation, one that I rule. We start with the White Fang, and once that's done, the rest of the world will kneel before me. But, we will not stop there. With the ISO-8 back at the Hellcarrier, we can use its power to travel to any dimension and conquer those worlds too, until they are all under my control."

Merlot strokes his bead. "That is quite a big plan. One that might take months to complete.

"Have patience, Dr. Merlot." Norman assured him. In the meantime, not only will we continue to create more ISO-OZ formula and train our soldiers, we will create more robots that will help us in our cause, and we will also build my own castle somewhere very important in this world."

"Sounds like a plan." Merlot and the other gang members agree. "But what about Spider-Man? It's only a matter of time until he or someone else knows of our plan.

"Don't worry, good doctor." Norman reassured him. "If my LMD is doing its job, Spider-Man is gonna be busy with a few Supervillains, enough to distract him, the Huntsmen, Huntress, and even the White Fang for a long while. But there is one group that might be a problem in the future."

"Who might that be, Norman?" Merlot asked.

Norman puts his hand on his chin, "I'm not quite sure yet. But when I got to this world, I was having visions of this world's original future. And in one of those visions, there was a woman, a witch, and four other people who were doing her bidding. One of them was that blasted woman named Cinder. She is gonna pay." He turns around to meet with his gang. "While Cinder will get her due, I want to deal with the rest of the witch's group soon, permanently." He said sinisterly.

"And do you think we will be successful, Norman?" Merlot asked.

"Yes, I'm sure of it. And no one in this, or in any dimension, could stop what we are gonna accomplish." Norman said. "There are no Avengers to stop us. There is no military here as good enough as S.H.I.E.L.D. to imprison me. And best of all, Spider-Man is powerless to do anything against me. AHAHAHAHAHA!" He laughed, as his entire Goblin Gang start laughing as well.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. Oh man, oh man. I just spent a couple of hours upgrading my tech, and now I'm late to the first day of class.**

 **Weiss: Well, maybe if you took class more seriously, you would be so late.**

 **Peter: And maybe if you go a little easier on people, then maybe you've been leader of this group.**

 **Weiss: I'm already more than qualified to be leader of this group, and someone like Ruby doesn't deserve it.**

 **Peter: With an attitude like that, you'll never be leader. But that doesn't mean I don't want to help you become better.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _A Warm Heart, but a Cold Background_**

 **Peter: I know what you're going through, trust me. I had a friend who was in the same position as you.**

* * *

 **KFX here: Finally, we're done with the Goblin stuff for now, back to Peter Parker. So next chapter, Peter is gonna upgrade his Spider tech, for those that has been asking, and is gonna have a talk with Weiss. And also next chapter, we are gonna be introduced to a new villain, so I hoped you all remembered a certain guy when Spidey first saved Weiss, because he's coming back. And if you remember his name, then you should know what his powers are gonna be. Anyways, stay tuned.**


	15. Vol 1 Issue 12: A Warm and Cold Heart

_Vol 1 Issue 12: A Warm Heart, but a Cold Background_

It is a peaceful night at Beacon Academy. Peter and his new team, team RWBYP, are currently sleeping in their dorm room. It's still early in the morning, so everyone is getting some sleep before they officially start school.

"Uhhhhh…" Peter quietly said, as he starts to wake up after sleeping on the hard, uncomfortable floor. _"Guess it wasn't the best idea to sleep on the floor, but I was the one who chose this for myself, so I have to live with it."_ He thought before he heard someone quietly snoring to his right. He turns to see Ruby sleeping soundly just like the rest of the girls in the room. Peter smiles to see how harmless they are when they are sleeping like that, _"Well, while these girls are sleeping, and with it being early in the morning, I might as well find that science lab here so I can refill my web fluid."_. He then quietly gets up to wear his school uniform as he quietly goes out the room.

Peter takes out a map, given by Ozpin before he entered the school, so he can found out where the Advanced science lab is in the school. "Okay, so according this map, I have to go out into the field of the school and there should be a building specifically for all the advance tech and chemicals they have here." Peter said as he walks out into the field of the school, marveling on how huge and amazing they place look even at night. "Man, this place sure is peaceful when there aren't any other students in the area. I sometimes forget this place is a school at all."

Peter continues to walk in the field until he found the science lab. "This must be it." Peter said as he opens the door that leads into so many advanced lab equipment and materials that are just amazing to look at. "Wow…" Peter was speechless as he walks around the lab, marveling at everything in his sight. "No wonder no one comes here; all the tech here seems too advanced that only geniuses like Tony Stark could handle." He said as he checks the drawers and lab equipment, "Of course, it's still nothing compared to what Tony Stark creates, and since I am his personal intern, I'm PRETTY sure I can handle this stuff with ease." He then sits down on a chair and brings out a box full of Dust. Peter takes out one and examines it. "Hm. Just like I thought. This stuff doesn't have NEARLY amount of power as the ISO-8, especially not enough to send me back." Peter sighed as he takes out some chemicals for his web fluid. "Ah well, no use crying about that now. Got to focus on creating more web fluid." He said until he realized something. "Wait a minute. With the equipment and Dust here, forget just creating more web fluid. I can upgrade my web shooters, create more types of webbing, I can even upgrade my costume."

Peter gets up and grabs all the material he needs to help with his work. "Oh hoo, this is gonna be fun!" Peter said in excitement as he starts working on upgrading his spider tech.

* * *

While Peter is working on upgrading his tech, a few hours has passed as the sun shine outside of Team RWBYP's room. Weiss Schnee is soundly asleep in her bed. Her eyes flutter open as she stretches her arms above herself, yawning.

It was peaceful, nothing was disturbing her, that is until she saw Ruby, dressed in her school uniform, creep up on her side and suddenly blows a whistle, causing Weiss to fall off her bed.

"Goood morning, team RWBYP!" Ruby cheerfully said.

"What in the world is wrong with you?" Weiss asked from the ground, clearly annoyed by her leader's behavior.

"Now that you're awake, we can officially begin out first order of business." Ruby said, completely ignoring Weiss' question.

Weiss gets up from the floor and brushing herself off. "Excuse me?" She asked before she spots Yang with a bunch of stuff in her arms and Blake with a suitcase.

"Decorating!" Yang shouted excitedly.

"What?!" Weiss asked.

Blake lifts up her suitcase. "We still have to unpack." She said as her suitcase opens, spilling all the things that were inside." Aaaaand clean."

Weiss was left unenthusiastic, only to be caught off guard by Ruby, who blows on her whistle up close to her.

"Aaaaalright! Weiss, Blake, Yang, and their fearless leader Ruby have begun their first mission." She continued as she couldn't hide the smirk even if she tried. "Banzai!" She shouted.

Blake and Yang stood beside her, all of them with their hand raised, "Banzai!" They screamed as they tilted their bodies to the right.

Weiss lets out a small sigh, but not before looking around the room to notice that someone is missing. "Wait, where's Peter?" She asked, wanting to know how he's not involved in this mess.

The other girls stopped with whatever they were doing for a bit. "I think I saw him get out the dorm a few hours earlier than us." Blake said as she looks at the mattress that was on the floor, where Peter sleeps. "He probably needs some time alone."

"Yeah, he was probably nervous to be sleeping in the same room with a bunch of girls, and just hightailed when he got the chance." Yang commented with a smirk, but didn't realize that caused Ruby and Blake to blush a little. "Anyways, we should hurry up. We don't want to be late for class."

The team starts putting up arrangements to make the place look less bare. Yang places a poster of six guys in various poses named "THE ACHIEVE MEN" on her part of the room. Weiss positions the painting of the Forever Fall forest to perfection and walks away. Blake is busy putting away her books on the shelves, picking up a copy of Ninjas of Love and widening her eyes as she warily looks around before putting it back. Ruby positions Crescent Rose at an exact angle against the curtains so she can perfectly slash a diagonal portion off. Unfortunately, she managed to cut the same curtain with her scythe.

The girls finished quickly, even managing to repair the curtain with a quick fix. Now the only problem left was that the room was too small for all their belongings, as they realized it by seeing the four beds and the mattress all piled up in the center of the room.

"This isn't going to work." Weiss said.

"It is a bit cramped." Blake calmly said.

"Maybe we should ditch some of our stuff…" Yang suggested, but totally doesn't want to do it.

"Or we could ditch the beds…" Ruby started, thinking out loud before an idea popped in her mind and gasped. "And replace them bunk beds!" She enthusiastically said with her arms raised.

"Umm, that sounds incredibly dangerous." Weiss pointed out.

"And super awesome!" Yang said.

"It does seem efficient." Blake pointed out.

"Well, we should put it to a vote!" Weiss suggested, even though she's outnumbered.

"Ha, I think we just did." Ruby said, putting her arms down.

Weiss angrily curls her fists at her side as they rush at the beds, where it almost sounds like they are using jackhammers and saws to reconstruct their beds until they gather at the front of the room. Now Weiss' bed is on the ground next to her art and luggage, Blake's bed is next to her books, which are used to raise Yang's bed over it by placing the novels on the posts, and Ruby's is hanging from ropes on the ceiling with a blanket used as a tent over it. "Objective: Complete!" Ruby happily said.

Then she had a sudden realization, "Wait!" She shouted, gaining the other three's attention. "I think we should get something for Peter." She said as she stares at the mattress that was carelessly thrown aside in the process of making the bunk beds. "I don't think he deserves to be sleeping on the floor."

"Why?" Weiss started, still mad at Peter for being so immature and thinks everything is a joke. "He's the one that offered to sleep on the floor, I don't see why we have to do something that he doesn't mind about."

"True, but…" Yang started, seeing her little sister's downed face in concern for her teammate, "Just because he offered himself to do it, doesn't mean he has to."

"Besides, he was the one that save you from the Nevermore's feathers, so I think you owe him a bit." Blake said, remembering how Peter almost sacrificed himself to help Weiss and Ruby.

Weiss sighed again, but Blake does have a point. So she decided to follow in the plan, despite it tearing herself apart inside.

"So, what do we do for Peter's sleeping arrangements." Weiss let out, just wanting to get this over with.

The team started thinking, wondering what sort of bed Peter would like to sleep in. Looking around the room, Ruby noticed a white blanket that covered her bed. This gave her an idea, as she took another set of blankets she found in the bathroom and started tying two ends to the bedpost at the foot of her bed.

Blake catch onto Ruby's plan, as she makes an expert knot to the post on Yang's bedpost. Upon letting go, the team members saw the oddly looking white hammock sustaining. Ruby decided to test it out, landing back first to the hammock. Offering some resistance, the hammock began swinging back and forward, making her giggle with delight, "Heh hey, this is fun. Now I wished I was the one sleeping on the floor."

Weiss face palms upon witnessing her leader's childish behavior, "Could we just get on before the day becomes crazier."

Ruby instantly jumped at that, making Weiss almost fall again, though this time she was already wearing her uniform. "Alllllright! Out third order of business iiiiiisss…!" Ruby started, getting a black covered book from the counter and sitting on her bed, "Classes…" She finished with a pencil in her hand, and nowhere near as excited as before. "Now, we have a few classes together today. At 9, we've got to be-."

"What?!" Weiss interrupted her. "Did you say 9 o'clock?" She asked, leaving Ruby confused. "It's 8:55, you dunce!" She said alarmed before sprinting down the door, leaving the rest of her team to stare at her, while also leaving a very confused team JNPR to stare at her as well.

"Uhh…" Ruby started flabbergasted. "To class!" She shouted sprinting after Weiss, with Blake and Yang following her.

Jaune was left the most confused, "Class?" He asked himself as Nora, Pyrrha, and Ren topple over him. He manages to get out from under them and start dashing. "We're gonna be late!" He exclaimed as he and his team start heading for class.

In the courtyard, Professor Ozpin and Glynda watch the two teams hurry through the school. Glynda looks at her watch as Ozpin simply sips his coffee. Before they are left out of sight, Glynda takes a second look at Team RWBYP.

"I don't see Mr. Parker with them." Glynda said as the teams enter the school.

"I'm sure he'll make it." Ozpin assured her. "Remember, out of all our students, HE'S the busiest out of all of them, and I'm sure you know why." He finished.

Glynda sighed, "Very well." The two then start walking through the courtyard.

* * *

Back with Peter, he has just finished putting the last touches on his upgraded web shooters. "Aaaaand, that's about done it." He said as he jumps up the chair he has been sitting on for the last couple of hours. "Man, why didn't I do this stuff when I was working with Tony Stark?" He thought out loud before thinking of his answer, "Oh right. Too busy being Spider-Man and such never gave me the time to really upgrade my tech."

"You really need to get your priorities start, Mr. Parker." Suddenly Madame Web appeared in her chair, across from the table Peter was working on.

"Oh, hey Madame Web." Peter greeted. "You here to check out my new spider tech?" He asked as he puts on his newly upgraded web shooters. Before Madame Web could start talking, Peter interrupted her. "Thanks to the Dust, not only is my standard webbing is strong enough to be flameproof, I can now use and switch multiple types of webbing in my web shooters: Ice webbing, Acid webbing, Taser webbing, impact webbing, magnetic webbing, lead-lined webbing, flame webbing! I can even do shoot out sonic disruptors and a seismic blast!" Peter started excitedly as he shows her the different cartridges for his different webbing.

"That's great Parker, but…" Madame Web was again cut off by Peter, getting a bit annoyed.

"Not only that, I've even upgraded my web-shooters to have voice command!" Peter shows her his web shooters. "Now if I say 'Web Barrage', it will automatically fire multiple web bullets in rapid succession, and it would increase if I say 'full spread'!" Peter said, showing off the new mechanic on some empty bottles.

"Okay Parker, but the real reason I'm here is…" Madame Web face palm as she was again interrupted as Peter shows off his upgraded red and blue suit.

"And with my suit, I've enhanced the lenses so they have night vision, just like the Faunus!" Peter pointed to his lenses. "It has the function to see invisible laser beam alarms, and even have range figure binoculars so I can see far distances!" Peter then points to his spider logo on the chest, "And here, if I press this, I can turn invisible, perfect for stealth missions!" Peter then lifts up his costume. "And the best part about this suit, I upgraded its durability! So now it can deflect multiple bullets, can take a direct impact from a grenade launcher without any harm to me, and the suit won't even slow me down at all!" Peter finished as he puts away his costume into his backpack. "Man, could you imagine what I could with all of this! I can upgrade my ISO-watch to have multiple features, and who knows what I could do with the Iron Spider suit AND my own weapons which I should start working right now."

"PARKER!" Madame Web shouted, finally getting his attention.

"Oh. What do you want Madame Web?" Peter asked, forgetting how he kept on interrupting Madame Web whenever she tried to talk.

Madame Web just simply face palm as she points to the clock. "Look at the time."

"What about it?" Peter asked clueless. He turned his head to the clock, "It's…9:30." He thinks for a second before he realized what it means. "I'M LATE FOR MY CLASS!" He shouted and then turned to Madame Web, "Why didn't you tell me I'm late!"

"That is why I was here! To remind you that you were going to be late!" Madame Web said as she just shakes her head. "Seriously, Parker. Even in another dimension, you always seem to get lost and distracted."

"Yeah, yeah, whatever!" Peter said as he quickly grabs his web shooters and puts them into his backpack and starts running out the door. "Promise me next time to not call you when I'm on a date." He said as he runs off.

Ozpin and Glynda are still walking through the courtyard as they see Peter running so fast that they almost missed him. The two looked at each other before shrugging it off as they continue to walk through the courtyard.

 _"_ _I can't believe it!"_ Peter thought as he runs through the school to find his classroom. _"Even in another dimension, I still become late for school, and I wasn't even fighting crime this time!"_ He finished thinking as he continues to struggle to find his classroom.

* * *

"Monster! Deeeeemons…" Peter Port, the professor of Grimm, said to his students. "Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-Ha!" He joked, in which no one in the room was laughing, but it did help wake up Ruby. Blake and Yang are just sitting there paying attention, while Weiss is just taking notes.

Port starts walking, continuing with his lecture to break the awkward silence. "Uhhh…And you shall too, upon graduating from this prestigious academy! Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces."

He then starts walking back, "And that's where we come in. Huntsmen! Huntresses…" He gives Yang a wink, in which the latter groans uncomfortably. "Individuals who have sworn to protect those who cannot protect themselves! From what, you ask? Why, the very world!"

One random student stands up and raises his fist, "Ayyy-yep!" He then sat right back down embarrassed as everyone looks at him strangely.

Port continues with his lecture, "That is what you are training to become. But first: A story. A tale of a young, handsome man…Me!" He said. "When I was a boy…"

Weiss stopped paying attention as she notices Ruby is very focused on penciling the paper in front of her.

"…Despite smelling of cabbages, my grandfather was a wise man. 'Peter', he told me…" Weiss again stopped paying attention to what Port is saying as she hears Ruby snicker at what she drew on her paper: A general ball-with-limbs-and-a-head drawing of the teacher with stink coming from him and 'Professor Poop' written underneath. Blake and Yang start to laugh, but Weiss is left unamused, in fact she's annoyed.

They all stop what they are doing as they hear Port saying, "Ah-heh-hem!" to get their attention. He then continues his story, "In the end, the Beowolf was no match for my sheer tenacity, and I returned to my village with the beast in captivity and my head held high, celebrated as a hero!" Port finished his story as he takes a bow, while Weiss slowly gets more and more frustrated with Ruby's antics.

"The moral of this story? A true Huntsman must be honorable!" Port said, while Ruby is balancing an apple on a book with her pencil held only by her finger while making a silly face.

"A true Huntsman must be dependable" Port said, as Ruby falls asleep again.

"A true Huntsman must be strategic, well-educated, and wise!" Port said, while Ruby is not so subtly picking her nose, causing Weiss to get much angrier.

"So, who among you believes themselves to be the embodiment of these traits?" Port asked.

Just as the angry Weiss was about to raise her hand, Peter suddenly enters through the door, "Ah ha! Found it!" He said, which caused everyone in the room to look at him, making him nervous, "Oh, uh…hey everyone." He nervously said.

"Peter, you made it!" Ruby waves at him, while Peter nervously waves at his team.

"Ah, Mr. Parker." Port started, getting Peter's attention. "Care to explain why you were so late?" He asked.

"I, uh…was at the science lab, taking care of some, uh stuff." Peter answered, followed by a nervous laugh and Weiss just face palm at him being so late to class.

"Okay, Mr. Parker. If you want me to ignore your tardiness, how about you perform a little test for me." Port said, as Peter is walking down the stairs.

"Well, I'm a pretty good test taker I have to say." Peter confidently said as he sets down his bag next to his team while he heads down to where Port is standing at. "So what kind of test are we dealing with here, teach?"

"Hehe, this kind of test actually." Port steps back from the Grimm that is shaking inside the cage that its trap in. "Step forward, and face your opponent!"

Peter gulps as he is looking at the glowing red eyes that is inside the cage. "Did I mention I was better at true-and-false exams than written ones?" He joked.

Port laughs, "Oh ho, don't worry, my boy. I've seen footage of you fighting excellently back at initiation. This should be no problem for you." He assured you.

"Okay, okay, I got it." Peter said, as he starts stretching his legs. "I'll take care of this in 30 seconds, no problem."

"No problem?!" Weiss shouted, getting Peter's attention. "Are you crazy? Beating a Grimm in that amount of time?"

Peter scratches his head, "Your right. That is crazy." He said, causing Weiss to have a triumphant smile. "Guess I'll beat it in 30 seconds, WITHOUT touching it." He said, causing Weiss stand up in anger and surprised, "What?!"

"Oh ho!" Port expressed himself. "Now this I have to see."

Weiss sits right back down annoyed as the other students are interested in how Peter will beat the Grimm without touching it.

While Peter continues with his arm and leg stretches, he turns around to see his team cheer him on.

"Gooo, Peter!" Yang supported him as she raises her fist.

"Fight well!" Blake cheered him on with a small flag that says 'RWBYP'.

"Yeah, represent teeeeam RWBYP!" Ruby encouraged him.

"Ruby, he's trying to focus!" Weiss shouted at her team leader. While Ruby frowns a bit, she sees Peter smile at her while waving a two-fingered salute at his teammates.

"Thanks guys! I appreciate the support!" He said, bringing Ruby's sprits back up.

"You too, Weiss!" Peter told her, in which she responds with a growl at him. He then turns his attention to Professor Port, who raises his axe that ended in a shotgun.

"Alllllright! Let the match, begin." He said as he lowered his axe, stinking the lock that kept the now revealed Boarbatusk inside.

 **BGM- Street Fighter Alpha 3 OST- The Road (Theme of Ryu)**

As the Boarbatusk stands there, getting ready to charge at Peter, the hidden hero takes this time to joke, "You kiss your mother with that face? Geez." This joke caused everyone in the room to laugh, everyone except for Weiss, who is just boiling in anger seeing someone face a Grimm and just joke about it.

Weiss wasn't the only one angry. The Boarbatusk also seemed offended as it starts charging at Peter. "Whoa-ho!" He shouted as he leaped over the Grimm as it hits the wall. "Come on! Is that all you got, Porky?" He taunted as the Grimm makes another effort to charge at him, but Peter again jumps over it as he lands right in front of his team's desk. "Hey girls, what's up? You enjoying the show?" Peter asked as he leans on their desk, acting like there isn't a runaway Grimm after him.

While Blake, Ruby, and Yang all nod their heads in amusement, Weiss just look at him with anger and annoyance.

"It's been 15 seconds!" Port shouted, just as the Grimm spins into a ball formation and dashes at Peter.

"Huh! Peter, look out!" Ruby shouted, pointing at the Grimm that is coming at his direction.

Peter turns around, "Oh yeah. Forgot he was there." Peter nonchalantly said as he backflips out of the Grimm's way just as it hits the team's desk. "Sorry!" Peter apologized.

"That's okay!" Ruby said, while Weiss is getting more and more annoyed at Peter's antics.

As the Grimm gets its bearings, Peter hatches an idea. _"This thing likes to spin dash, huh. That gives me an idea."_

"Hey, Porky!" He shouted, getting the Grimm's attention. "I'm over here!" He again taunted.

The pig Grimm spin dash at Peter, but again jumps out of the way. "Now I'm over here!" The Grimm spin dash at Peter, only to hear another voice coming from its side. "Now I'm over here!" Peter taunted again. As the Grimm start to spin dash, Peter is already behind its back, "Come on! I'm over here!" The Grimm turned around to see that Peter is gone.

"Now I'm over here!" Peter said from its front. "Now I'm over here! No, now I'm over here! Come on, I'm right here!" Peter is now jumping everywhere in the room, and using his spider agility and speed, seems to appear everywhere at once, leaving afterimages everywhere.

The Grimm is struggling where to strike next, now that Peter is in like 12 places at once. The students, including Professor Port, marvel at all the different Peters around the room.

"Incredible…" Port said, almost speechless.

The rest of team RWBYP are also marveling at Peter's speed, even Weiss. "Wow…" Ruby gawked at what she is seeing. "He's moving so fast that not even I could tell where he is."

"Dude, you suck!" Peter taunted the tired Grimm, somewhere in the room.

"25 seconds!" Port reminded him.

"Hey, Porky…" Peter started, getting the tired Grimm's attention, as he is now standing in front of the cage. "Loser!" He taunted while also making a face at it.

Tired, but angered, the Grimm performs one last spin dash at Peter. The boy stands there confidently, as evident with his arms crossed. Then, just as the Grimm is about to hit Peter, he backflips onto the top of the cage, as the Grimm hits itself from inside the cage. As the thing is too tired to move, Peter closes the cage so it won't ever escape.

Peter jumps off the cage, landing in a stylish pose, "Woo! We should do that again sometime!" He said as he gets up, but then notices all the dumbfounded faces on everyone in the room, including Professor Port. "So, did you guys enjoy the show?"

"I-Incredible…" Port said, again speechless. "Not only you were able to defeat that Grimm without touching it. You also did it in exactly 30 seconds."

"See…" Peter pointed to himself proudly. "Told you I could do it."

"Yes, but I have to ask…" Port said, catching Peter's attention. "Any reason why you didn't kill the Grimm?"

"Heh, that's easy." Peter started, acting all smug. "Like there is more than one way to reach the goal, there is also more than one way to defeat your opponent. You either do the easy option: kill them, or you could do what I do: keeping joking around until your opponent gets tired or just plain quit. I prefer the second option most of the time." He explained.

The professor and students in the room, except Weiss, all start clapping for Peter, amazed on the performance he has shown them. Peter takes a second to bow, "Thank you, thank you! I promise next time I'll do it in under 20 seconds, or how about 10 seconds!" He said, causing Weiss to just roll her eyes.

"Bravo! Bra-vo!" Port congratulated Peter. "It appears we are indeed in the presence of a true Huntsman-in-training! But I'm afraid that's all the time we have for today. Be sure to cover the assigned readings, and…stay vigilant! Class dismissed!"

As all the students head out of the room, Peter spots Ruby talking to Weiss. _"I wonder what's going on over there."_ He thought as he hides to listen to the conversation.

"Weiss!" Ruby shouted, gaining the Ice Queen's attention.

"What?" Weiss replied, disdained.

"What's wrong with you?" Ruby asked her, trying to figure out what her problem is. "Why are you being-?"

"What's wrong with me? What's wrong with you?" Weiss interrupted her, confusing Ruby. "You're supposed to be a leader and all you've been so far is a nuisance."

 _"_ _Ouch."_ Peter winced, as he continues to listen to the conversation.

Ruby scoffs a little, trying to get an explanation, "What did I do?"

"That's just it!" Weiss continued. "You've done nothing to earn your position. Back in the forest you acted like a child, and you've only continued to do so."

"Weiss, where is this coming from?" Ruby asked, a little hurt by her friend. "What happened to all the talk about 'working together'? I though you believed in acting as a team."

"Not a team led by you." Weiss said. "I've studied, trained, and quite frankly, I deserve better." She said as she turned around, unable to see Ruby trying to touch her in order for her not to leave. "Ozpin made a mistake." She finished as she marches off.

 _"_ _Sheesh. Not even Harry was like this when we first met. But…I think I know what's happening here."_ Peter thought. He then walks up to Ruby, all sad and probably wants to cry. "Hey Ruby, you feeling alright?" He asked as he puts his hand on her shoulder.

Ruby looks at Peter with tears in her eyes. "Peter, is Weiss right? Did Ozpin made a mistake?" Ruby asked him, with her eyes still filled in tears.

Peter sighed, not knowing what to say, but he knows if he doesn't say something, Ruby might start to fall apart, and he doesn't like it when friendships fall apart. He would know, as his friendship with Harry Osborn was shaky with him being Spider-Man and his father, Norman Osborn, always busy with his work and always appreciated Peter more so that Harry. Their friendship then hit an all-time low when Harry turned into the second Green Goblin after witnessing his father's first death and tries to get revenge on Peter by attacking all his loved ones. It wasn't until Norman came back as the monster Goblin and brutally killed his own son is when Harry wished he and Peter were still friends, and not mortal enemies.

Peter looked at Ruby again, still with the sad face and watery eyes. He then puts his hand on her head and start smiling. "Of course not."

"Huh…" Ruby said confused.

"Listen, Ruby." Peter started. I've been in fights that you couldn't possibly imagine. Fights that would mean life and death for a lot of people. But we always had that one man or woman who stood up in front of everyone, assuring them everything would be okay. They would always show an insane amount of confidence, stand up for the rest and tell them to never give up, not let anything from before distract them on what's important. That's what you are, Ruby." He told her, making the girl look at him speechless.

"But, what about you, Peter?" Ruby, now with less watery eyes, asked him. "From what I saw back in initiation, you were like all what you just said."

Peter frowned and look away from her, "Maybe, but there is always something that holds me back. Something that doesn't make me a great leader." He answered, but before Ruby could retort, he smiled back at her. "But you, you let nothing stop you from attacking that Death Stalker. You took command and gave a plan that actually worked. Some might call you childish for the things you did, but I call it brave."

"But I'm not even the smartest, or the strongest of this team." Ruby retorted, back to having a sad face again.

"Hey, you don't have to be the strongest or the smartest to be a great leader, just in the middle." Peter said, causing Ruby to look at him again. "And hey, if you make mistakes, don't worry about it, not all leaders have to be perfect at their job. It's the reason we have teammates, friends who have our backs when the going gets rough. I'm sure that's the reason why Ozpin chose you, and now you need to prove to him and Weiss why you could make a great leader." Peter finished.

As he finished, Peter sees the tears running down Ruby's face. Peter takes a step back, thinking he did something wrong, _"Aw man, I knew I wasn't very good at speeches. Oh, how I wish Captain America was here, he's perfect when it comes to this."_ Peter looks at Ruby, trying to think of what to say to her now, but he then noticed the genuine smile on her pale face.

"Thanks, Peter." She said, teary eyed, but happy.

Peter smiles as he gives her a hug, "No problem. Just remember, 'With great power comes great responsibility.'" He told her the great words that his Uncle Ben would always tell him.

Ruby looks at him confused, "With great power comes great responsibility?"

Peter nods, "Of course. It's what my uncle used to tell me, always something that I keep telling myself when I'm on dangerous missions. Of course, some of those missions were really weird, at times they didn't even make sense." He said, which made Ruby giggle a bit. "But I'm sure someone like you could learn a thing or two from it. And if you want to be a great hero like Spider-Man, always remember it."

Ruby smiles as she gives Peter one more hug. She then let's go of him as she asked another question, "What about Weiss?"

"Don't worry." Peter said, ruffling up Ruby's hair, causing her to smile. "I know exactly what's wrong with her."

"You do?" Ruby asked.

Peter nods, "Yeah, and I plan on helping her get through this problem before it gets worse."

Ruby happily nods as Peter left her to go talk to Weiss. He walks outside to the balcony to see Weiss standing there, looking at the sun.

"Did you really have to be so cold to Ruby." He said, making her turn around, "It's only just the first day, and you already think Ruby is a bad leader."

"Oh, like you are any better. "Weiss said as she turned around. "You're even more immature than her."

"Maybe, but does that give you any reason to be so mean to a girl as innocent as her?" Peter asked as he makes his way to Weiss' right, leaning on the railing as he appreciated the view.

Weiss just looks at the view before getting frustrated and slam her fists on the railing. "I feel like I deserved to be team leader!"

"With that attitude, I doubt you could be a good teammate." Peter said, ignoring her small outburst.

"Oh shut up! Weiss shouted at him, but Peter didn't flinch. "Do you have any idea what I've been through? The things I have to do JUST to get into Beacon?" Weiss asked him.

"Actually, I can imagine what EXACTLY what you've been through, and what you're trying to prove." Peter said as he turns around to face her.

"Like what?" Weiss asked curious, while also folding her arms.

"Since you are from a rich family, and I assume your dad is the one dealing with the busy stuff, you probably never had a lot of time to hang out with him." Peter started, catching Weiss off guard as he guessed right. "For almost all your life, you've been ignored by your father, and when the times you do meet with him, he just brushes you aside, not caring on what you say or do. He probably thinks everything he does and say is right and you have to follow him or else. So you decided to do something to get his attention, to prove yourself to him that you can stand on your own and not be his pawn." He finished.

Weiss was completely caught off guard at what she just heard. Everything Peter said was more or less spot on what she has been going through for almost all her life.

She looks at the ground, not wanting to face Peter, "H-How?" She started, getting Peter's attention. She then looks at him, now with a sadder face, "How do you know what I've been through for almost all my life?"

Peter walks up to her, "It's because I had a friend like you once, who also came from a rich family and had father problems. But unlike you, he was actually a pretty nice guy to his friends. He would always have my back when I felt down, and I would have his back whenever I could." Peter frowned as he finished that last sentence.

"What happened to your friend?" Weiss asked with concern.

"We…" Peter started, not wanting to tell her the truth about what happened to Harry. "We don't talk anymore. I haven't seen the guy since we had a big fight with each other."

"Oh…" Weiss said, as she looks at the railing. "Sort of like with me and Ruby earlier, huh."

"Yeah, but it's not too late to patch things up with Ruby." Peter said, causing Weiss to turn her head to him. "Unlike with me and my friend, you two can still be the best of friends. You just got to learn to be more open to people, kind of like Harry."

"Harry…" Weiss started. "That was your friend's name."

"Yeah, Harry Osborn. Just wish…" Peter looked over the horizon, "Things could've worked out between us." He then turns to Weiss. "And I'm sure one day you could patch things up with your dad. Just come talk to me whenever you want to talk."

Weiss smiles as she nods her head, "Yeah, I'll…I'll do that. Thanks, Peter."

Peter returns a smile back at her, "See? I can be nice if you can be nice."

"True, but don't say anything that might annoy me." She said as the two start heading back inside.

"But everything I say annoys you." Peter retorted.

"Yeah, so please be quiet." She said as they both head to their next classes.

* * *

After going through all his classes, Peter heads back to his dorm room, exhausted.

"Okay, so I'm gonna take a little nap, and after that I'll start my nightly patrol over the city." Peter said to himself. "Man, I can't wait to test out my new tech. The White Fang won't know what'll hit them when they start facing against the Ultimate Spider-Man." He said excitedly.

As Peter opens the door to his dorm, he sees a mess that the self-made bunkbeds made.

"Huh?" Peter said, not knowing how to process the situation.

"There he is!" Yang shouted as she hopped off her bed, already in her pajamas. "The guy that was able to beat a Boarbatusk without even touching it." She said with a smirk.

"Congrats, Pete." Blake said before going back to her book.

"Yeah, you were awesome back there!" Ruby shouted from her bed. "The Grimm was like whoosh, but you were all over the place like you, everywhere at once! And then you tricked it back into his cage! Oh, how I wished I could've filmed it!"

Peter scratches his head from all the praise he's getting, "I'll make sure to buy you a camera once I start my job at the Vale News Network."

"The Vale News Network? What's gonna be your job there?" Yang asked him.

"Oh, I'm gonna be their photographer. Help them get pictures of Spider-Man and such." Peter said, which made the two sisters just squeal about what they just heard, while Blake just smiles from her bed.

"You're going to take pictures of Spider-Man!?" Ruby said, with stars in her eyes. "That's so cool!"

"You have to give us a first look at those pictures!" Yang said, up close to Peter's face.

"I'll keep that in mind." He said as he walks away from her. "So, where is my bed? I've already seen you guys make a mess of yours." He said as he looks at the bunk beds again.

"Oh, that's the best part!" Yang shouted. She grabs Peter's hand, which catches him off guard, and takes him to his hammock. "Tada! We made you a hammock! Hope you like it!" She said with a smile.

Peter lay down on the hammock, and to his surprise, it stood up, and is much more comfortable than sleeping on the floor. "Wow, thanks guys. But you didn't have to, I was just fine on the-."

"You're welcome." Blake said, shutting him up.

Peter stepped down from the hammock to go to the bathroom to clean his face. After that, he went back to the room, seeing Ruby up in her bed with a lot of papers scattered around.

He made his way towards her, as he quietly said, "You know we have a desk for those, right."

"I find it better to do it here." She said without taking her eyes off the book.

"Whatever. Anyways, I'm gonna take a midnight stroll after I sleep a little, just to let you know." He said as he makes his back to his hammock.

"Okay, and Peter." Ruby said, getting his attention. "Thank you, and I know someday you'll also be a great leader.

Peter lets out a small smile, "Thanks, Ruby. And maybe someday I'll too become a great leader, just like the very best out there." He said, thinking of people like Captain America as he gets on his hammock.

A few hours have passed, night has come again at Beacon, and almost all the students were sound asleep. While Yang is snoring, Blake is sleeping under her covers, Weiss enters the room and lifts the blanket of Ruby's tent. She's amazed at Ruby's determination, as she finds her resting on some notes, a pencil in her hand, and open books all around her.

She clears her throat and gently wakes her up. Ruby takes a second to regain consciousness and starts flailing around in surprise.

"Weiss!" She said surprised. "I-I was studying, and then I fell asleep! I'm sorry…"

Weiss placed her hand over Ruby's mouth and puts a finger to her own so Ruby can understand the need to lower her voice. Weiss looks near Ruby's pillow and spots an empty Beacon coffee mug.

Weiss lowers her hand, "How do you take your coffee?" She asked Ruby.

"I…I don't…" Ruby said.

"Answer the question!" Weiss said, irritated.

"Uhh, cream and five sugars!" Ruby answered.

Weiss sighs, "Don't move." She then ducks under her own bed and comes up a moment later with a fresh cup and offers it to Ruby. "Here."

"Um…Thanks, Weiss." Ruby said.

Weiss smiles and then looks apologetic, "Ruby, I think you have what it takes to be a good leader." She said, causing Ruby to smile. "Just know that I am going to be the best teammate you'll ever have!" The two share a smile together. "Good luck studying!" She said, ducking under the bed only for her to come back up while pointing at one of Ruby's papers. "That's wrong, by the way." She ducks again as she heads towards the doorway, but looks around and notices that Peter isn't around. "Where's Peter?"

"I think he said he went out for a walk." Ruby answered.

"This late at night?" Weiss asked before just shrugging it off. "Whatever. But, Ruby?"

"Uh-huh?"

"I always wanted bunk beds as a kid." She said as she closes the door.

Ruby grins and then looks out the window, looking at the moon, "Thanks, Peter." She quietly said as she goes back to her notes.

* * *

 **Osborn's Laboratory**

Roman and Cinder both head inside the lab, where they see LMD Norman standing up from his chair to greet them. "Welcome, you two. It's so nice for you two come here."

"Yeah, yeah, whatever Osborn." Roman said, which made LMD Norman to look at him with a serious face. "Is your formula done?"

"Yes…" He smiled as he picks up a beaker, filled with some weird chemicals that causes Roman to scratch his head. "This…is the Dust Formula, but this one specifically, is the Water Dust Formula. He started to explain. "This formula was made possible by combining a hefty amount of blue Dust crystals with my own modifications."

"And does it work?" Cinder asked, crossing her arms.

"Of course it does. In fact, I've already injected someone with my formula." LMD Norman said as a White Fang member from another room enters the main lab. Roman immediately recognizes the person.

"Morris Bench?" Roman asked.

Bench smiles a bit, "I'm not Morris Bench anymore." He said as he suddenly turns into a puddle of water and pops up behind Roman, freaking him out a bit. "I'm now called: Hydro-Man."

"Hydro-Man?" Roman asked, thinking the name is a bit stupid.

"Don't let the name fool you." LMD Norman assured him. "Mr. Bench here is one of the White Fang's top enforcers here in Vale. And with the power of using water to his advantage, expect Hydro-Man to be pretty unbeatable."

"Are you sure about that?" Cinder asked, having a hard time to believe he's unbeatable.

"I had a feeling you would be concerned." LMD Norman said. "That is why I will be sending Hydro-Man out tonight to test his new abilities, find any weaknesses that needs to be fixed."

"And what about the Bug?" Roman asked.

The LMD has a huge smile on his face, "That's the best part, because he's gonna be the test dummy. And if he gets eliminated along the way, then that's a bonus."

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Come on out, White Fang. I got some brand new toys that I want to test out.**

 **Hydro-Man: What about you try them on me? Hydro-Man.**

 **Spider-Man: I'm sorry, but did you say Hydrant-Man?**

 **Hydro-Man: Hydro-Man, you stinking web head! And you're gonna pay for saving that Schnee!**

 **Spider-Man: Well, I'm sorry for being a hero. That's just what I do.**

 **Hydro-Man: Heh, no matter. I'll make sure to take you and that Schnee girl down even if I have to drown this entire city.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Hydro-Man_**

 **Spider-Man: Looks like I have to save Weiss again. Seriously, what is up with that?**

* * *

 **KFX here: We're finally back to what Peter's been doing, and he finally upgraded his tech as well. Expect to see some of that new tech in action next chapter.**


	16. Vol 1 Issue 13: Hydro-Man

_Vol 1 Issue 13: Hydro-Man_

"Ah, nothing like a nice, relaxing swing through the city." Spider-Man said to himself as he swings through the quiet, night streets of Vale, patrolling it for any White Fang attacks. "I should've brought a book with me. Maybe I'll ask Blake for one tomorrow. God knows she has too many. Anyways…"

Spidey lands on top of a nearby rooftop. "I wonder where the White Fang is at? Hopefully they took a night off, went out to do some bowling, catch a movie. I wonder what kinds of movies they have here?"

He stops talking as his Spider-Sense tingles, directing him to danger not far from him. "Ah, good timing. Now I can ask them what sort of movies they have here." He said as he starts swinging towards the danger.

 **BGM- Spider-Man: Edge of Time OST- Track 7 (Fighting Enemies)**

Spidey lands on top of a warehouse, "Now, what is going on here?" He asked himself. He goes out to the edge of the roof as sees a bunch of White Fang troops outside, carrying out some Dust boxes into some Bullheads. "That doesn't like popcorn." He then looks closely at their weapons, which now sport a black and green color scheme. "And it seems that the White Fang also got an upgrade. Time to see who has the better toys." He said to himself as he jumps from the roof and into the ground, where a few White Fang troops spot him. "Hey, guys! Care to tell me what is Vale's best movie this month. I'm very interested to watch it!" He joked at them.

"It's the Spider! Get him!" One of them shouted as they all start shooting at Spider-Man with their newly upgraded guns, but the bullets just bounce off his suit. "What the?! How aren't' they hurting you?!"

Spidey web zips up to the guy, kicking him in the face, "My doctor said bullets are bad for my cholesterol! So I had to suit up better to avoid that!"

He then jumps high up in the sky, observing all the White Fang on the ground. "Alright, here we go! Web shooters: Impact webbing!" He said, activating the voice command feature built in his web shooters. He then fires a couple of Web-Pellets that hit on a couple of small troops, ensnaring them in webbing. "Hope you guys stick around for more!" He joked as he lands back on the ground.

His Spider-Sense tingles as three more troops with their guns start shooting at Spidey, who dodges each bullet, "I may be bullet-proof, but that still doesn't mean I like being shot at." He said as he jumps to the side of the warehouse. "Web shooters: Acid Webbing!" He said, as he shoots out some web bullets at the troops' guns, dissolving them thanks to the acid. He then webs zips to the three, sweep kicking them into submission. "Don't worry, guys! I'm sure the police can give you some toy guns when you go to prison!" He said, webbing them down to the ground.

His Spider-Sense starts tingling as a huge, strong White Fang goon with shock gloves jumps from the air and slams into the ground where Spidey was at. Luckily, he jumped out of the way before the shockwave, "Shock gloves?! That's actually pretty cool!" He admitted as he lungs at the big guy, punching him in the chest, but it does nothing to him as the big guy backhands Spidey to the wall of the warehouse. "Okay, that wasn't a good idea." He said as he rubs his head. His eyes widen as he sees the guy perform a thunder clap from his hand, sending a gigantic shockwave in the air. Peter jumps out of the way just as it destroys a part of the warehouse. "Alright! Enough playing around!" He declared as he stands a few feet from the big goon. "Web shooters: Seismic Blast!" He charges up a seismic blast from his hands, and when fully charged, he shoots it at the big guy, dazing him as he crouches on one leg. Peter takes this opportunity and web zips to the guy's back and repeatedly punch his face before slamming his head to the ground, knocking him out.

"You know what they say: the bigger they are, the more awesome my upgrades are!" He pointed to himself, but suddenly his Spider-Sense goes off as a grenade launcher hits him directly, causing an explosion.

The remaining White Fang members stand a few feet from the explosion. "Aha! How do you like that, Spider?" One of them taunted. "I doubt even he could've survived that!"

"Voice command: Web barrage. Full spread!" Spidey shouted from the center of the explosion, as he fires off multiple web bullets in rapid succession at the remaining White Fang members. "Ha! Thankfully, my new suit can even withstand a direct impact from even grenade launchers! I am so good!" He said, as the remaining White Fang goons are down for the count.

Peter webs up the remaining goon to leave them for the cops. "Guess tonight proved that my new toys really are just that amazing." He complimented himself. "Now to get back and get some sleep." As Peter was about to swing off, his Spider-Sense tingles as he is met with a water fist in the face, knocking him back a few feet. Peter gets up, rubbing his head, "Ugh, did anyone get the number on that fist, that was made out of…water?" He asked himself, since no one else was around.

"Hello, Spider-Man." A man in front of him greeted as Spidey gets up. Spidey gets a closer look at the man to see that he is part of the White Fang.

"So, I see you too are part of the White Fang. Did you come here to get a similar beating like your friends here?" Spidey asked him.

"Hmph. The name's Morris Bench. I'm one of the White Fang's enforcers, and these are my friends you just beat up, bug." Bench said in anger.

"Well, next time tell your friends to not steal any jewelry if they don't want to get stomped, pal." Spidey said, as he lungs towards to punch at Bench's chest, but his fist is stuck in his chest. "What the…?" He asked until Bench hits him with a water fist.

"That…was for messing with our plans back at the Schnee Company building here a few days ago, along with saving that Schnee girl." Bench said, turning his fist into water as he punches Spider-Man again, but he was able to dodge it in time.

"Well excuse me for being a hero." Spidey said, shooting two web lines at Bench, only this time he completely turns into water, as the webbing just pass through his body.

"Pathetic. You don't really think you can match the power of Hydro-Man, do you?" Hydro-Man asked, as Spidey tackles him, only to splash through his body on the other side.

Spidey coughed out the water from his mouth, "Did you say 'Hydrant-Man'? The dogs must love you."

"It's HYDRO-Man! And it's the last name you'll ever here!" Hydro-Man corrected him.

"For somebody new to this Supervillain gig, you sure got the clichés down." Spidey said as he gets up. Hydro-Man raises his hand and shoot a water at Spider-Man, knocking him into a couple of cars and fences.

"Alright Spidey, think. What's the best way to beat water?" He told himself as he continues to dodge the water coming from Hydro-Man. He then snaps his fingers as he got an idea. Spidey jumps over Hydro-Man, landing right behind him. "Voice command: Ice Webbing!" Spidey shoots out a couple of Ice Web-Pellets at Hydro-Man, freezing him. "Alright, time to finish this. Voice command: Taser Webbing!" He then shoots out two web lines at Hydro-Man, electrifying him until he explodes.

"And that's what I call shock n' awesome!" He said to himself. He then sees Hydro-Man reform himself, as the water around the area start to come into one place.

 _"_ _Hydro-Man, that's enough!"_ LMD Norman told him through the earpiece on Hydro-Man's ear. _"The test is complete. Come back to the lab."_

"Got it, Professor." Hydro-Man said, as he turns into a puddle of water and heads straight for the sewers.

"Hey, you big drip! Where you going?" Spidey taunted him as he catches up to Hydro-Man, only for him to disappear in the sewer, too small for Spidey to follow. "Well then, that was weird. Never expected Supervillains in Vale. Then again, this world is filled with a bunch of people with random powers, so it was only a matter of time." Spidey hears a few police sirens coming his way. "Aw well, better get out of here before they think this is my fault. I already have to deal with it back at New York." He shoots out a web line to the nearest building and swings off back to Beacon.

* * *

 **Osborn's Lab**

Hydro-Man surface from the sewer pipelines in the lab, where he is greeted by LMD Norman, Roman, and Cinder.

"Good job, Hydro-Man." LMD Norman congratulated him.

"Good job?" Roman shouted at the LMD. "Not only did he not destroy Spider-Man, we also lost a couple more men and Dust to that insufferable bug."

"Torchwick, be quiet!" Cinder said, immediately shutting him up. "We had to do it in order to lure in Spider-Man.

"She's right." LMD Norman agreed with her for once. "Remember, our goal tonight wasn't to destroy Spider-Man, but to test out Hydro-Man's abilities and find out any of his weaknesses." He then turns to Hydro-Man, "And from what we've seen, we need to improve your resistant to electricity and ice. Luckily, I have a new suit for you that will help you out, while further improving your water abilities."

"And after that, I can go after Spider-Man?" Hydro-Man asked, eager to get another chance at the wall-crawler.

"No!" Roman told him. "For now, stay away from the Bug. Your next job will be to infiltrate every Dust shop in the city and collect the Dust there. With your newfound powers, you should be able to steal the Dust without setting off any alarms."

"Alright, Torchwick." Hydro-Man said, a bit disappointed he won't have his revenge against Spider-Man.

"Don't worry, Mr. Bench." The LMD assured him. "Once the moment is right, you'll have your chance against Spider-Man again. Trust me on that one."

"Alright, Professor." Hydro-Man nodded his head in agreement.

So the entire next day, Hydro-Man, now wearing a new, blue suit with a blue chest orb, while still wearing his White Fang mask, infiltrates most of the Dust Shops in the city of Vale, stealing all the Dust they have while not tripping any alarms. He now heads back to Norman's lab to show off the loot he collected.

"Here's all the Dust I collected." Hydro-Man said, showing off a mountain of Dust crystals to his superiors.

Roman picks up a couple, "Alright, now we're talking." Roman said, happily. "Usually, it would take like a week to collect THIS much Dust, but you've done it in a single day."

Roman turns his head to LMD Norman, "I must say, Osborn. I don't think any of us would've been able to pull this sort of stunt on our own."

The LMD just leans on the wall with a small smirk on his face, "Maybe next time you should be more trusting to my intellect." He then turns to Hydro-Man. "That's enough Dust collecting for today. Tomorrow, you'll start again. Hear me?"

"Yes, Professor." Hydro-Man agreed.

* * *

Another day has passed, and now we look at what Peter Parker has been doing since his fight with Hydro-Man. Right now, he's at Beacon's science lab, working on his weapons, which appear to be two gauntlets based off Iron Man's armor, as well fixing and upgrading his ISO-watch.

"Hmmmm hm hmm hm hm Hmmmm." Peter hums to himself, while working on his gauntlets, wearing a face mask to protect himself.

"Well, somebody seems busy." Madame Web shows up in her chair again, startling Peter.

"Do you ever knock?" Peter asked her annoyed, while lifting up his face mask. "Huh, anyways I'm busy at the moment. I have to finish these two so I can start working on rebuilding my Iron Spider Suit." He said as he continues working on the gauntlets.

"It's not like you are in any rush, are you?" Madame Web asked him.

"Eh, sort of." Peter answered. "Rebuilding the Iron Spider Armor will take weeks for me to complete, especially the new features I'm giving it. So I, kind of want to hurry up so I can start on those."

"Very well, but have you thought about tracking down that Hydro-Man you fought two days ago?" Madame Web suggested. "From all these recent Dust robberies, it's no doubt he's the one behind them with his abilities."

"I'm working on it; I'm working on it." Peter assured her. "Once I find the guy again, I'll use the same strategy I did last time."

"And what if the same strategy doesn't work on him again?" She asked the poor boy, who doesn't immediately come out with an answer.

"I'll, um…" Peter tries to give an answer, but has nothing.

Madame Web shakes her head in disappointment, "Seriously, Parker. Even your friend Ruby would come up with an answer right now."

"Okay, Ms. Fortune Teller, tell me how I can beat Hydro-Man?" Peter asked, annoyed by her taunting.

"Remember this, a warrior must exploit the enemies' emotions. Their anger and jealously will either lead to your defeat, or their downfall." She told him as she disappears, leaving poor Peter all confused.

"Now if only a warrior could understand a thing you just said." Peter said, resting his head on the table. He then hears a knock from the door, "Come in!"

Weiss enters through the door, looking at all the different science equipment inside. "So this is where you've been for the past two days." She said as she walks to where Peter is at.

"Weiss? What are you doing here?" Peter asked, wondering why she's here. That question caused Weiss' eyebrows to twitch.

"What?! I can't check up on my friend who likes to be late for classes?!" She said annoyed.

"No comment." Peter said while rubbing his head.

Weiss sighs as she looks at the gauntlets Peter is building, "So are these the weapons you are building for yourself?" She asked while holding the unfinished gauntlets in her hands.

"Yeah, but it will still take a while before they are fully complete. Along with the new wrist communicator I'm building here." Peter said, holding up his broken ISO-watch in his hand.

"I'm surprised you're able to handle all the tech here." She said as she lets down Peter's weapons. "Not even I know what half of this stuff do here."

"Well, I DO have an IQ of 250." Peter told her, which caused her eyes to widen in surprise.

"2-250?! Are you serious?!" She asked him, who just simply nods. "That's impossible. Not even the top scientists in Remnant are that smart."

"Huh, funny. Ms. Goodwitch said the same thing to me before." Peter said.

"Prove it." Weiss simply said.

"Huh?"

"Prove to me you really do have an IQ of 250." She said while crossing her arms, and giving him the look that she doesn't fully believe him.

"How do you want me to prove it?"

Weiss thinks to herself for a second before getting an idea. "How about you hack into the Schnee Dust Company's main database, WITHOUT being detected."

"What?!" Peter said shocked. "You're asking me to hack into your own company's database, which I'm sure has the most uptight security in the world, but still?"

Weiss gives him a smug look, "If you can't, then maybe you aren't as smart as you are."

Peter wants to fight back but decided against it as he wants to go back and continue working on his weapons. "Fine, I'll do it." He logs onto the computer he's in front of and start hacking.

Weiss turns her back to him as she starts talking, "Don't worry, Peter. If you do hack into the main database and security finds out, I'll be sure to bail you-."

"Done." Peter simply said.

Weiss quickly turns around, "Huh?"

"Yeah, I hacked in." Peter replied.

"What?!" She rushed to the computer Peter was using and can confirm he's in. "I-I can't believe…. Not only did you hack into main database without security tracking you, but you did it in less than a minute…. How?" She asked him.

"Guess I'm a lot smarter than you give me credit for." He said with a smirk. _"That, and hacking into the database is much easier than hacking into Tony Stark's armor, which I have done by accident at one point."_ Peter then gets up from his chair, "Whelp, better get going. I have to start my new job at the Vale News Network today."

"I guess I'll tag along." Weiss said.

Peter turns his head to her, "Why? Are you trying to ask me out?" He asked her, which caused her face to turn red, but he doesn't know if she's angry or embarrassed.

"No, you idiot! I'm gonna get some more Dust once we reached the city!" Weiss argued, with her face still red. "We'll go our separate ways once we get there."

"Wow. We're not even a couple and you're already breaking up with me." Peter joked.

"Let's just go before I REALLY lose my cool!" Weiss said as she storms out the room.

"Well, you tend to do that a lot. Ah well…" Peter shrugged as he grabs his bag and catches up with her.

* * *

It's a hot and sunny day as the two arrive in front of the Vale News Network, which is three-stories tall, with the name "VNN" planted on the very top.

 _"_ _Wow, this place almost looks like the Daily Bugle."_ Peter thought, thinking about the similarities that the two buildings share. _"Now let's hope they don't have someone like J Jonah Jameson."_ He shivered at the thought.

"Whelp, we're here. I'll see you back at Beacon." Weiss said as she walks away from Peter.

"Yeah, see ya!" Peter waved at her, who responds with a smile and a wave of her own.

Peter enters the building and walks towards the front desk to the people there. "Excuse me, but can you tell me where Lisa Lavender is at?"

The young woman in the front desk turns around to face Peter, "Is she expecting you, Mr.…?"

"Parker. Peter Parker." The boy finished for her. "I'm supposed to be the new photographer for the Vale News Network."

"Right, right, let me call her now." The woman picks up the phone and start dialing Ms. Lavender. The phone answers, "Yes, there is a kid here named Peter Parker that wants to meet you. Okay. Uh-huh. Alright." The woman hangs up and looks at Peter with a smile. "She's expecting you at the top floor. Go take that elevator over there." She points to the nearest elevator.

"Alright. Thank you." Peter said.

"You're welcome." The woman replied as Peter heads towards one of the elevators and heads to the top floor.

As Peter exits the elevator, he sees all the equipment they use for their TV studio to broadcast their program. He also sees all the people walking around looking busy.

"Peter Parker." A voice said from Peter's right. He turns around to meet a woman with lavender hair and a black suit.

"Um, yes. I'm Peter Parker." Peter said nervously.

The woman smiles as she shakes his hand. "Hello, Peter. I'm Lisa Lavender. Professor Ozpin said you are up to the task of taking pictures of Spider-Man, are you?"

Peter nods, "Of course. You could say I'm an expert of taking pictures of the bizarre."

"That's nice to hear. If you haven't noticed already, we've been having a hard time taking pictures of Spider-Man ever since he first showed up." She explained to Peter. "I hope you have more luck taking pictures of him than everyone else here."

"I'll get right on it." Peter said.

"Thank you." She said, as Peter heads back to the elevator.

* * *

Back with Weiss, she is struggling to find a Dust shop that still has Dust, since most of them have been robbed.

"Ugh, those stupid White Fang." Weiss said as she walks around the city. "I'm sure it's their fault that all these Dust shops have been robbed. But…how are they doing it without the police not knowing, especially in this heat." She said to herself as she covers her eyes from the hot, hot heat of the sun. She then finds a Dust shop still open. "Hey look. A shop that isn't closed for once."

Weiss walks into the shop, where she is greeted by an old man, "Come in, come in. We have all the Dust that you need, Miss."

"I hope so. I'm starting to run out of Dust for my weapon." She said as she looks around the shop.

Unknown to Weiss, the Dust shop she's in right now is the next target for Hydro-Man, as he spies through the sprinkler system on the ceiling with his eye. "Okay. Time to collect more Dust for the boss." He then moves his eye as he spots Weiss looking around the shop. "It's the heiress. Perfect, now I can deal with her once and for all, hehe hehe."

* * *

Back with Peter, he just left the Vale News Network building, as he walks around the city. "Okay, taking pictures of myself. No problem, I've done it before. Now all I need are some baddies for me to look good for the camera." He said to himself.

Suddenly, his Spider-Sense starts tingling of danger, "Perfect timing. Now who's the bad I need to take down?" He asked himself. He then sees people running away in fear as he spots a giant tidal wave going through the city. "Well then, guess I found Hydro-Man." He then hears a scream coming from the tidal wave. Peter's eyes widen as he sees Weiss screaming for help in the tidal wave. "Weiss!" He yelled out, but she and the tidal wave left him behind.

Peter runs to the nearest alleyway and takes off his civilian clothes to reveal his Spider-Man costume. He then starts wall-jumping and reaches the rooftop. "Alright, Hydro-Man. You just made this personal." He declared as he starts web swinging from the buildings.

Hydro-Man continues to plow through the city with his tidal wave, with Weiss struggling to get out of. "Let…me…go!"

Hydro-Man shows his face in the tidal wave to her, "Then you should've died back at that burning building a few days ago!"

"Wait a minute…That voice." Weiss thinks for a minute before recognizing the person. "You're the same guy who left me for dead with that bomb attached to me!" She shouted angrily at Bench.

"Yeah, and this time I'll make sure you go down permanently! You and the rest of your family!" He declared as they get closer and closer to the ocean docks.

"Someone, help me!" Weiss shouted until someone grabbed her by the hand.

"Sub-Mariner, eat your heart out!" Spidey said as he grabs a hold of Weiss and swings off with her.

"Huh, Spider-Man!" Weiss said, with a blush forming on her face.

"Why is it that whenever we meet, you are always in some mortal danger?" Spidey asked her while he keeps web swinging.

"Maybe you should work as my personal guardian." Weiss said, fluttering her eyes.

"Yeaaaaaah, no." Spidey rejected. "I hear the pay isn't very good." He said, angering her a bit.

They land next to the pier, where Hydro-Man reforms into his normal form.

"Nice, new outfit, Bench." Spidey said. "Was the reason you ran away last time was because you had to pick out your dry cleaning? Makes sense, since you like to wet everything you touch." He mocked the waterman.

"Be quiet, wall crawler!" Bench shut him up. "I'm glad you both are here. Now I can kill two birds with one stone."

"Think again, Bench!" Weiss said, as she takes out her Rapier, the Myrtenaster. "Now it's time for some pay back!"

 **BGM-One Piece Pirate Warrior OST- The Challengers 1**

Weiss charges at Hydro-Man, with the latter just standing there. She starts slashing at his water form, only to find out none of her attacks were working.

"Huh!" Weiss said shocked.

"Hehe." Hydro-Man shoots out a flow of water at her, knocking her back to the ground. Thankfully, Spidey was able to catch her in time.

"You okay?" Spidey asked with concern.

"Yeah, I think so…" Weiss rubs her head. She then sees the huge amount of water in front of them. "Look out!"

Spidey looks at the big geyser in front of him. He then jumps out of the way before they could be attacked. Spidey puts down Ms. Schnee and both get into fighting position.

"How do we beat this guy, Spider-Man?" Weiss asked him.

"Hydro-Man is weak to ice and electricity. I'm sure you have something in that rapier of yours to do the trick." He told her.

Weiss smirks at him, "I'm the daughter of the largest company that mines Dust. Don't underestimate me."

The two team up and fire any ice-related attacks at Hydro-Man: Spider-Man with his Taser Webbing, and Weiss using her weapon to fire Ice Dust crystals at him. They throw everything they got at him, but they don't seem to have much effect on him.

"Something's wrong!" Weiss said, dodging another water attack from Bench. "Our attacks are still not working on him!"

Spidey ties up Hydro-Man with his Ice webbing, but they barely hold him down as he instantly breaks out of them. "Did you really expect your crummy ice webs to stop me this time?" Hydro-Man asked, crossing his arms.

"The thought had crossed my mind." Spider-Man said, as Hydro-Man hits him with another water attack, this time pegging him to the ground as he tries to drown him.

"Spider-Man!" Weiss shouted as she runs up to help the web-slinger.

"Out of the way!" Hydro-Man shoots out more water at her, knocking her down. He then shifts his attention back to Spider-Man, who is struggling to break free from the constant water pegging him to the drown. "Time for you to drown, Spider-Man."

Weiss gets up as she sees her hero drowning thanks to Hydro-Man. "Come on, Weiss. Think, think." She looks around to find anything that could help her. She then spots a couple of boxes at a nearby transport ship at the port. "Got it." She uses her semblance to create a glyph that sends the boxes from the transport ship, and makes them hit Hydro-Man in the back of the head.

As Hydro-Man is scattered into water drops, Weiss rushes to Spider-Man's side, who is coughing from being stuck in water for so long. "You okay?" She asked the coughing hero.

"Yeah…I'm alright. Thanks." Spidey said as he stands up. They both spot Hydro-Man reform himself, looking a bit mad after being attacked.

"That's it…" He said agitated. "I've just about had it with you two." He then turns into water and flows down into the ocean below as the two teens run up to the spot he jumped off from.

"I'm starting to think there was a reason he lured us here." Spidey said, looking down at the ocean.

"Gee. You think?!" Weiss looks at him funny.

They both spot bubbles coming from the ocean, as Hydro-Man rises out from the ocean, now looking bigger and badder than before.

The two teens look in shock at what is in front of them, a 30-foot tall Hydro-Man using the ocean as his weapon. "Ha! Now as the entire ocean as my fuel source, I not only have the power to destroy you two, I now have the power to flood this entire city!" He declared as he shoots more high-pressure water at the two, who just barely escaped thanks to Spider-Man.

"What do we do now?" Weiss asked, wondering how they are supposed to beat a guy this power and huge. "If ice and electricity won't work on him, what can?" She looks at Spidey, who is trying to think as they continue to dodge the attacks from the giant Hydro-Man.

"We need to cut him off from the ocean!" Spider-Man said, jumping and ducking from all the water thrown at him. "If we can tucker him out with this heat, we might be able to win!"

"But how?" Weiss said, using her glyphs to dodge the incoming water pellets. "He doesn't seem like the guy who would simply leave the ocean that easily!"

 _"_ _She's right. What can we do?"_ Spidey thinks to himself, until he remembers what Madame Web said to him before about using your enemy's anger and jealously to win the day. _That's it."_

Spidey dodges another one of Hydro-Man's attack as he sticks himself to a nearby warehouse. "Hey, Hydrant-Man! You're gonna have to try harder than that to stop us!" He jumps out of the way from another water attack from the colossal Hydro-Man.

"It's HYDRANT-Man, you soon to be dead bug! Now sit still so I can kill you!" He said as he summons a couple of water vortex at the Wall-Crawler, but jumps out of the way in time.

"What about you come closer and finish the job faster, wet-willy!" Spidey teased as he jumps from another swirling vortex of doom.

"Hmph. Don't think your silly jokes and taunts will save you this time, Spider!" He shoots out rapid fire water fist at Spidey, knocking him down to the ground. "You're pathetic! Just like the rest of the humans!" Hydro-Man was about to deal the finishing blow to Spider-Man, until he is interrupted by a voice.

"You sure you aren't talking about yourself, Hydrant-Man?" Hydro-Man turns around to see Weiss with a smug look, taunting him. "You White Fang idiots think you are SO much better than us, but you're not! Your thieves, liars, and just plain crooks who just gets in everyone's way! There's a good reason we look down on you guys, and there's a good reason why my family wants to see your kind gone!" She finished insulting him.

Hydro-Man got mad, I mean really mad, as he starts charging at Weiss to kill her off, "YOU LITTLE RAT!" Luckily, Spider-Man pulls her towards him with his webbing, holding her in her arms, "That was a bit harsh, don't you think?" He asked her, thinking that she went a bit overboard with that insult.

"They had it coming. Now, let's get out of here!" She urged him.

Spidey nods as he swings away from Hydro-Man, who is still furious from the earlier insult, "Don't think you can escape me, you dead heiress!" Hydro-Man flees from the ocean to chase them down from the rooftops.

"Good, he's following us!" Spidey said, looking back at Bench. "Now we can't get too far ahead of him. We have to let him chase us as the sun does the work."

"Yeah, go for the rooftops!" Weiss advises him. Spidey lands on the rooftop not too far away from Hydro-Man, as he still holds tight to Weiss as he jumps from rooftop to rooftop while Bench continues to chase them down.

"Don't think you two can escape me!" Hydro-Man said, as he bounces off from each rooftop with his water powers. "I can be everywhere in places you can't!" He continues to chase them, but thanks to the sun, he is slowing down.

"It's working!" Weiss happily said, observing the fact that Hydro-Man is getting more and more tired.

"Good. Now let's keep this up for a few more minutes." Spidey said as he continues to jump from rooftop to rooftop.

 _"_ _Hydro-Man, what are you doing?"_ LMD Norman said through the earpiece. _"Stop this foolishness, NOW!"_ He ordered Bench, but he's ignoring orders as he is dead sent on killing the two teens, especially Weiss.

After a few minutes of rooftop running, the two stop as they see Hydro-Man all tuckered out and sweating from the heat. "Hey, Bench. You don't look so hot. Well I guess you are looking hot. Ever thought of going to the beach during all this heat." Spidey joked.

"You…stupid…" Bench is too tired to attack, as he seems to be tuckered out.

"Face it, Bench." Weiss said as she walks closer to him. "Without the ocean to power you up, you're weak, just like the rest of the White Fang." She insulted.

"Again, harsh." Spidey said. But Hydro-Man had enough of Weiss' insults as he lunges at the heiress. With no way to escape, Weiss just watch in horror as the Water villain is about to attack, but thankfully Spider-Man grabs her in time, causing Hydro-Man to miss and hit the ground of the roof, splattering himself in a puddle, only for him to evaporate thanks to the sun.

"Is…is he?" Weiss asked, wondering if Hydro-Man is still alive.

"Not necessarily." Spidey assured her. "H2O is infamous among solvents for its self-cohesiveness." He explained to her that Bench could possibly still be alive.

"Hmm. I guess you're right." Weiss said as they look out into the city below them. "Well, thanks again for saving me, Spider-Man." She said as she turns around to face him.

"Hey, if it wasn't for you, I might not still be alive, or this city even." Spidey said as he shoots out a web line to a building. "Want me to take you down from here?"

"I don't really have much of a choice. But before that, I want to give you something for saving me twice now." Weiss said as she approaches the superhero.

"You don't have to give me anything, Ms. Schnee. I'm just doing my-." Spidey was interrupted as she takes off the part of his mask and kisses him in the lips, catching him off guard. After a few seconds, she lets go with a small giggle.

"Thanks." She said, with a small blush on her face.

"Ahh…Uhhh.." Spidey was rendered speechless, not knowing how to process what just happened. He shakes his head to clear his mind. "Okay, let's get going." He said, wanting to get this over with as he is completely embarrassed on what to say next. Weiss grabs hold as the two swing off to the nearest sidewalk. Peter let's go of her as he quickly web swings away. _"That…that…I have no comment for this. Ugh, I better just get my camera. I'm sure I got some pictures that would that the VNN would need. Hopefully, this will keep my mind off of what just happened."_ Spidey thought as he swings away to get his camera.

* * *

 **Later that day**

"Peter!" Weiss shouted at him as he continues to work on his gauntlets. Peter gulped from her angry attitude, scared on what why she's so angry.

"W-Weiss. How nice to see you?" Peter said, trying to find words to say. "W-What brings you here back at the science lab?"

Weiss looks at him angry as she takes out her scroll, showing him a news report of the battle between Spider-Man, Weiss and Hydro-Man, with the pictures taken by Peter Parker. "How come you were busy taking pictures while me and Spider-Man were fighting off against that Hydro-Man guy?" She shouted at him, causing him to freak out.

"Sorry, sorry. I wanted to make sure no one was caught in the crossfire." He quickly apologized to her. "I'm truly sorry, Weiss. Please forgive me.

Weiss just sighs at his lame apology, but quickly accepts it. "That's okay. At least I was able to team up with Spider-Man before anyone else did." She said.

"Didn't Yang team up with him first, then Ruby?" Peter said, as he was there when it happened.

"True, but they never did what I did, and I'm not telling." She said with a smile as she leaves the room.

Peter is sweating bullets as he knows what she meant. He then just rests his head on the table, "This dimension, I swear things are much weirder here than back at New York." He mumbled on the table.

* * *

 **Osborn's Lab**

LMD Osborn lifts up a glass of water, but instead of drinking it, he splashes the water into the ground, creating a mess. But the water puddle starts to move, as it then takes the shape of Hydro-Man.

"You're lucky we had a bit of you in this glass cup, saving me a couple weeks of bringing you back. But I probably wouldn't have done it anyways." LMD Norman said, disappointed at Hydro-Man for ignoring orders.

"Sorry, Professor." Is what all Hydro-Man could say as he hears Roman walking up to him.

"Tsk, tsk, tsk. To think one of our best enforcers got beaten because he couldn't keep his cool." Roman taunted Bench. "Don't expect to go out into the field again, if you know what's good for you." He told Hydro-Man, who just simply walks away in shame.

"I am disappointed that Spider-Man wasn't destroyed, Osborn." Cinder told the LMD, who turns around to face her. "Still, I see potential in these 'metahumans', so you better keep making more of them, Osborn, until I have no more use of you that is, and I'm sure you know what happens when I'm done with you." She said with a devilish smile as she walks out of the lab, leaving a very angry LMD versions of Spider-Man's worst enemy to just stand there.

 _"_ _Just you wait, Cinder."_ LMD Norman thought in his head. _"Once my real self hears about this, he will be just as mad as I am, and he will make sure you pay, along with whatever you have plan."_

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. So wait, you want to do what again, exactly?**

 **Pyrrha: You and me, one-on-one match, no holding back.**

 **Peter: But my weapons aren't gonna be done by the time we fight.**

 **Pyrrha: From what I've seen, you seem pretty good without one. Besides, you can also use your Aura when we fight.**

 **Peter: Yeah, I don't think I have any Aura exactly.**

 **Pyrrha: Don't worry, I'll help you out.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Peter vs. Pyrrha_**

 **Pyrrha: Hm, that's odd. Your Aura, it's different somehow.**

* * *

 **KFX here: Next chapter, Peter will fight Pyrrha, and from the sounds of it, Peter MIGHT unlock his Aura. Maybe, wait until next chapter on what is so strange with Peter's Aura.**


	17. Vol 1 Issue 14: Peter vs Pyrrha

_Vol 1 Issue 14: Peter vs. Pyrrha_

A couple of days have passed since the battle against Hydro-Man. Since then, things have been pretty quiet, except for some minor White Fang robberies, which thanks to the hero, Spider-Man, have been foiled. But now Spider-Man is about to face a problem that not even he might be able to stop, as he is web swinging from building to building, rushing to an unknown objective that might cost him.

"I'm gonna be in real trouble here." Spidey told himself as he swings off his web to jump from rooftop to rooftop.

"I'm not sure even my spider powers will save me this time." He told himself as he performs some hardcore parkour on the side of each Vale building. He then sees an airship above him, so he quickly attaches a web line to it and swings from it. After some more web swinging, he finds himself back at on top of the Beacon Academy rooftop, where the bell just rang as a class session is over.

"Ah, you know just once I would like not to be late for school." Spidey shamelessly told him as he quickly changes to his school uniform.

Peter rushes his way to the school's amphitheater, where dueling class just ended for the day, as the students all start to leave. Peter runs up to Glynda, who is just looking at her tablet.

"Ms. Goodwitch!" Peter shouted, getting Glynda's attention as he stands next to her exhausted.

"Mr. Parker." Glynda started, giving him the mean eye. "This is like the third time you're late to these dueling classes. Seriously, Mr. Parker, if you keep this up, how are you supposed to graduate?" She asked him, as she crosses her arm in annoyance.

"Well, don't you know that I have a bug problem. One that is kind of important." Peter reminded her of his Spider-Man duties, but she doesn't seem to care as she still gives him the mean look.

"School is more important than your 'bug problems', Mr. Parker. So I suggest you get your priorities start by tomorrow." She finished as she walks out of the room.

"Uh, yes ma'am." Peter sighed, looking down on the floor.

"Hey, Pete." A voice calls out to Peter, who turns his head up to see Pyrrha waving at him.

"Hey, Pyrrha." Peter waved at her as he heads towards her direction.

"Where were you, today?" Pyrrha asked the hidden spider hero. "I wanted to ask you something."

Peter rubs his head as he thinks of an excuse. "I was in Vale, uh, taking pictures of Spider-Man for the local News Network.

"Hmm, makes sense." Pyrrha said with a smile.

The two start walking out of the amphitheater and make their way through the hallways. "So, you said you wanted to ask me something. What was it?" Peter asked, turning his head to hers.

"Oh, right." Pyrrha remembered what she wanted to ask. She turned her head to Peter, "I want you to be my next opponent in class tomorrow." She asked him.

"What?! Tomorrow?!" Peter asked surprised, in which he receives a nod from Pyrrha. "But, I'm still working on my weapons. They won't be done by tomorrow." He said, as he doesn't want to fight Pyrrha so soon.

"I've seen you fight when you had NO weapons." Pyrrha said, as she remembers how strong Peter was during initiation.

"Maybe, but that still doesn't explain why you want to fight me. I'm not even that special." Peter said to her.

"Have you forgotten how you threw that Death Stalker at the Nevermore with little effort, or the time you were moving so fast that you were in like 10 places at once." Pyrrha reminded him of his impressive feats. "That just made me VERY curious on how strong you are when you are not holding back, and how good your Aura is." She finished.

"Yeaaaaaah, here's the thing." Peter started, catching Pyrrha's attention. "I…don't even have any Aura, exactly." He rubbed his head as he said that.

This revelation surprised Pyrrha. "What?! So you were able to do all that crazy stuff without your Semblance, or at the very least your Aura?!" She asked the brunette.

"Yeah, and I have NO idea how to unlock mine." Peter said. _"Assuming I actually can."_

"Then, how about I unlock it for you." Pyrrha offered. "I did it for Jaune, so I can do it for you too. Besides, you're gonna need it if you want the school to monitor your Aura meter.

"Sure, fire away." Peter shrugged as the two stopped walking through the hallway for a minute. Pyrrha walks up to Peter and touches the side of his head. "Now, close your eyes and concentrate." She told Peter.

"I feel very uncomfortable right now." Peter said, as she is a bit too close to his face. As Peter closes his eyes, Pyrrha closes her own eyes, then opens them as her skin glows and her irises shrink before shutting them down again.

Pyrrha glows a faint red as she starts speaking. "For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all, infinite in distance and unbound by death." She then places a hand on Peter's chest. "I release your soul, and by my shoulder protect thee." Pyrrha stops glowing red and hunches over in tiredness.

"Pyrrha?" Peter crouches down next to her. "You alright?" He asked with concerned.

Pyrrha gets back up, "It's all right, I used my Aura to unlock yours, but…" She stops talking for a second.

"But, what?" Peter asked confused.

"It's strange, but…" Pyrrha started talking again. "I can't seem to unlock yours for some reason, even when I used all my Aura to try and unlock it."

Peter scratches his head, wondering why his Aura doesn't activate, "Maybe it's because I'm from another dimension that I don't have any Aura." He jokingly said, which isn't far from the truth.

"I doubt you are from another dimension, Pete." Pyrrha smiled.

 _"_ _You'd be surprised."_

"But, even if you are, you would still have an Aura, all living creatures with a soul does." Pyrrha explained it to him.

"So, I'm assuming Grimm don't have Aura, since they have no soul." Peter said.

"Exactly." Pyrrha said. "But you definitely have Aura in you, we just need someone else to help unlock it for you." Pyrrha thinks to herself, as evident with her finger under her chin.

"Like who?" Peter asked as no one comes to his mind.

Pyrrha looks up at him, "I think I know someone who could help us."

* * *

The two met up with Glynda, as she offers to help unlock Peter's own Aura.

"Hmmmm." Glynda finished concentrating on trying to unlock Peter's Aura. "I can only seem to unlock a tiny bit of your Aura, enough for the computers to register it for your meter in battle." She said as she gets up from using too much of her Aura.

"But I'm not even glowing." Peter said, checking his entire body for any trace of his Aura. "So, what gives?"

"Yeah, I've never heard of this kind of situation before, Ms. Goodwitch." Pyrrha said. "Do you know what's going on?"

"To be honest, I'm not quite sure myself." Glynda admitted. "There are two ways of one to unlock their own Aura: through training and willpower, or activated by someone else." She explained Aura activation to Peter. "But I've been watching you, and you definitely had some training, and you definitely have some impressive willpower, so why doesn't yours activate?" She wonders.

"I don't know. This Aura stuff is still pretty new to me." Peter said.

"Hmm, well, one thing is for sure." Glynda started. "From what I could sense, your Aura is entirely unique, one that I've never sensed or heard of before."

"Really?!" Both Peter and Pyrrha said at the same time.

Glynda nods to their small outburst, "Indeed. Your Aura potential is vast, very vast, as in there seems to be no limit to how much Aura you have. That must be the reason why none of us could unlock it. Your Aura potential is like a bottomless pit."

"Wow." Peter said, almost speechless. "I had no idea have that much Aura inside of me."

"No kidding." Pyrrha agreed with him. "I thought Jaune had a lot of Aura, but yours…Who knows how strong you would be when you unlock your own Aura and your Semblance."

"Assuming I can unlock it in the first place." Peter added.

"Maybe during our sparring match tomorrow it will appear!" Pyrrha excitedly said. "Your Aura might unlock during the match, so don't hold back tomorrow, you hear?"

"You seem way too excited for a little sparring match." Peter looked at her excited face.

"I too, am interested in how strong your Aura is." Glynda said, getting his attention. "This is a phenomenon most uncommon to us. So I wonder how different your Aura is compared to everyone else in the world. Perhaps this match will make me ignore your recent absences." She finished with a smile.

Peter sighed. "Whelp, let's see what tomorrow has for us, then."

* * *

The next day, Peter and his team arrive at the amphitheater, where it looks like the entire school has come to watch the fight between him and Pyrrha. A lot of people are talking in the crowd on how Peter doesn't stand a chance against a pro like Pyrrha, and others are just hoping that it will be entertaining.

"You know, I wasn't expecting this many people to watch a simple sparring match." Peter said as he looks at the crowd.

"Well you are against Pyrrha, who is known to be the best in the school, so don't go think this might be easy." Weiss reminded him.

"Don't worry, Weiss." Ruby assured her. "Peter got this one in the bag."

"Yeah! Go show her what you're made of, Peter!" Yang raised her fist for support.

"Thanks, guys." Peter said. He then looks at Blake, "Any lovely encouragement words from you, Blake?"

Blake smiled, "Just go easy on her."

"I'll try, but seeing how excited she was yesterday, I doubt I'll get the chance." Peter said. He then starts making his way to the fighting stage.

"Good luck, Peter!" Ruby waved at him as he leaves. "We'll be in the crowd rooting for you!"

Peter gives her a thumbs up as he makes his way to the top of the raised stage, where Pyrrha is waiting for him. "Glad you could make it." She smiled ay Peter.

"Just be glad I don't have any work today, or any bug problems." Peter said, thankful there is no major crime happening at Vale at the moment.

The two see Glynda walking to the center of the stage. "Alright. As you two know, the match is over when your Aura has dropped to the red." She points to the big screen behind her, showing Peter's and Pyrrha's Aura level. "In a tournament-styled duel, the red would indicate that you are no longer fir for battle, and that the official may call the match. So, did you two got that?" She asked the two fighters.

"Yes, ma'am." Pyrrha answered.

"Yeah, I think I did." Peter said unsure.

Glynda just shakes her head, not wanting to deal with Peter right now. "Okay, so in a few seconds, we will be starting the match."

Peter stretches his arms and legs to get warmed-up. _"I doubt this match will help me unlock my Aura, but this will be a good exercise for myself. Now I can show off the fruits of my training that I learned from the best of the best."_ He thought, remembering his training with Shang Chi, Iron Fist, and Ryu before he got sent to this dimension.

"Okay, are you two ready?" Glynda asked the two competitors, who both nod that they are ready. As the crowd settles down, both competitors see their respective team in the crowd: Team RWBYP waving at Peter, with Ruby, Blake, and Yang hold a flag with his name on it, and Team JNPR, who are wishing good luck to Pyrrha, with Nora being the one going overboard. Thankfully, Ren calms her down. The two fighters smile before looking at each other with an excited grin, as they are ready to fight from across the stage. "Without further ado, let the match, BEGIN!" Glynda put down her arm, signifying that the match has started.

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds OST- Daily Bugle**

The two fighters immediately charge at each other, as Peter's elbow clashes with Pyrrha's shield. They both immediately jump back from each other, as Pyrrha changes her Milo to a rifle and start shooting bullets at Peter.

"Using a long-ranged tactic on me, huh." Peter said as he jumps and bounces off the floor to dodge the bullet rounds coming to him. "Really wish I have my own weapon for long-ranged combat right about now." Pyrrha stops firing as she then throws her shield, the Akouo, at Peter. "Woah!" Peter ducks from the incoming shield throw. "Gonna have to try harder than that!" Peter said, but he what he doesn't see is the shield ricocheting off the walls and bounces back at Peter." What the…" Peter's Spider-sense goes off as the shield comes right back him from behind. He was barely able to roll out of it before it collided with him and back at Pyrrha's hand. _"Of course that shield follows Captain America logic."_ He thought, always questioning how his shield always lands back to Cap after he throws it. Peter gets up to confront Pyrrha, who looks at him with a grin. "You know that shield of yours doesn't obey the laws of physics, right?" Peter asked, but received no answer. Pyrrha throws the shield at Peter again, only this time he deflects it with his left hand. He then looks ahead as Pyrrha comes lunging at him as she changes her rifle to a Xiphos, a short sword. She keeps slashing at Peter, from top to bottom, but the hidden hero was able to dodge and maneuver out of each swing she takes at him.

Peter backflips out of her reach to catch his breath. "Man, could you slow down. You almost got my head on that last one." Peter said.

"Maybe it's time you stop dodging and actually throw a punch." Pyrrha said as she picks up her shield.

"Well, I WAS going to, but you just had to spoil the surprise, didn't you?" Peter said, now getting into fighting position. He charges at full speed and starts rapidly punching at Pyrrha, who uses her shield to block the incoming punches. As she is distracted by the punches, Peter uses this opportunity to sweep kick her legs and kick her away, causing some damage.

"Nice one, Peter." Pyrrha said as she gets up from the kick. "But I can tell you are holding back on me." She finished.

"I'm not the only one." Peter said, as he can tell Pyrrha is also not giving her all. Peter starts stretching his arms before getting back into fighting position, "Now, how about we give this crowd a good show, huh?" He smiled.

Pyrrha also starts to smile, "Yeah, ready when you are."

 **BGM- Dragon Ball Super OST- Frantic Battle**

The two combatants are at a face off, looking at each other from across the stage, with both smiling of anticipation and excitement. The crowd is also standing there in anticipation, wondering who is gonna strike first. After a few seconds, the two warriors charge at each other for another clash. Peter strikes at Pyrrha with a flurry of punches and kicks, while Pyrrha attacks the boy with her sword, with each of them countering each other's attacks. The fight all across the stage at amazing speeds, with the crowd aweing in delight to see the two clash fists and sword swing all across the stage. The two then fight back in the middle of the stage, where they start to fight more ferociously at each other as the ground start to crumble just a tiny bit. Peter continues his rapid fire of flying punches and rapid kicks at Pyrrha's shield, until he kicked it with enough force, pushing her back a few feet. Pyrrha retaliates as she charges at Peter full force with her shield, knocking him to the wall. But Peter was able to recover as he bounces off the wall and charges at Pyrrha with a straight, right hook kick. Pyrrha barely managed to block the kick with her shield, but Peter expected this, as he uses his other leg to attack her in the face. Peter backflips and jumps high into the air where Pyrrha can't reach him.

"Catch me if you can!" Peter taunted her from high in the air. Pyrrha smiles as she uses her Milo's rifle form and jumps up. She uses her rifle to grab altitude by shooting down below her, giving her the height to attack Peter. The two continue to battle it out in the air, with the crowd below marveling at the exciting match that is happening in the air. Peter rapid fires some punches, while Pyrrha counters them with her shield and sword swings. When he sees an opening, Peter was able to kick Pyrrha back to the ground, but the redheaded warrior was able to balance herself and lands safely to the ground on her legs, as Peter also lands back on the ground safely on his legs.

"Whoooooooooaaaaaaaaa!" The crowd said, watching the two amazing fighters have another standoff between on another.

Peter is breathing heavily, as he hasn't had this much of a workout since his training with his martial arts masters. "I…got to say…This is the most excitement…I had in weeks." Peter admitted, as evident with the smile on his face. "This is…really fun."

Pyrrha is also breathing heavily, seeing how this is the first time in a long time that someone is giving her a challenge. "Same here…I never thought…I would have so much…trouble with you…" She said with a smile. Her face then turns more serious as she raises her head and body high up, "But I can tell, you are still holding back." She noticed, shocking Peter. "I thought I told you to not hold back today."

"Why?" Peter asked, as he too gets up completely. "I know this is more about unlocking my Aura, so why are you so interested in me going all out?" He asked her.

"I want to see what my limits are, Peter." Pyrrha answered. "I knew you were strong, and I want to see just how far I can go and how far I can push myself. That's why don't want you to hold back on me. Get serious, and show me how far I can go!"

 **BGM- Dragon Ball Kai 2014 OST- No More!**

Peter looks at her with silence for a minute, as he understands that the things she's saying are true and she means it. "Fine." He closed his eyes as he said that.

Pyrrha smiled, "Thanks." She then turns her weapon back to a rifle and fires a couple of bullet shots at Peter, who continues to stand there with his eyes closed. Pyrrha continues to fire at Peter, but wonders why he isn't moving from the bullets.

"Peter, what are you doing?!" Yang shouted from the crowd, wondering why her friend is just standing there.

"Move! You're gonna get shot!" Weiss shouted.

"Peter!" Blake also shouted. Everyone seemed worried for the hidden hero, everyone except Ruby, who seems to know what Peter is trying to pull off.

The bullets come closer and closer to the standing still Peter. Just as the bullets fly at Peter, they fly through him, almost like if he's intangible or something, as the bullets just fly through him.

"What the?!" Pyrrha asked shocked, wondering why her bullets are just going through him.

"Whoa! Peter is just standing there with his eyes closed, and the bullets just fly through him!" Jaune said from the crowd. "How?!"

"Peter is not just standing there…" Ruby started, getting both team's attentions.

"What do you mean?" Jaune asked.

"You guys can't probably tell, but Peter is dodging all the bullets so fast, that it looks like he's standing still." Ruby explained, since she knows what speed is like.

"Whoa…" Jaune said as she looks back at Peter.

Pyrrha decided to sport a different approach, by charging at Peter from the air with her sword, but the closed eyed Peter simply jumps out of the way. Pyrrha immediately slashes her sword at him, but instead of dodging them as usual, Peter is instead blocking each sword slash with one finger, using his spider-sense to tell the right time they approach him.

"No way!" Pyrrha shouted as she continues to attack him, but it's no use.

"Amazing…" Ren said. "He's anticipating each sword swing and blocking it at the right time.

"Someone can do that?" Nora asked him.

"Yeah, I think." Ren replied. "But you have to be really skilled to do that sort of thing.

"Just what kind of training did Peter do?" Weiss asked while looking at the brunette deflecting each sword swipe.

"I…don't know." Blake said, without looking away from the fight. _"I know Peter is strong, especially because he's Spider-Man. But…he's like on a whole different level than the time we fought."_ She thought back to the time she and Spidey were fighting a while ago, with Peter holding back on her until the end. _"Just how strong are you, Peter?"_

Pyrrha performs one last sword swipe at Peter, who decided to open his eyes as he grabs the sword with his hand.

"What?!" Pyrrha said as she slowly steps back. She sees Peter's face, more serious and determined face, the complete opposite than what she's used to seeing.

Peter then raises his right hand and places his index and middle fingers near Pyrrha's chest. He then makes a fist, as he delivers a hard punch to her gut that blasts her away with a powerful shock-wave, sending her back a few feet from him, as she crouches down on the ground with one leg.

"Ahhhhhhhh…" The entire crowd were just shock on the technique Peter just did to Pyrrha that knocked her back.

Pyrrha slowly gets up, while holding on to her chest that hurts, "What… was that move?" She looks at the direction Peter was standing, but she notices he's gone.

"It's called the One-inch punch." Peter answered, as he is standing right behind Pyrrha, causing her to hop back a bit in surprise. "It's a move I learned from one of my masters, Shang Chi, which we also took from another guy we saw in videos." Peter answered, remembering the times he watched Bruce Lee perform that attack on some old YouTube videos back on Earth. He and Shang Chi agreed to practice that move, which seemed very useful for occasions like this.

"Incredible…" Pyrrha said with a smile. "I knew you were holding back, but this is more than I imagined."

"Shall we end this already. I'm already getting bored." Peter said, crossing his arms.

"Yeah. Let's end this." Pyrrha said as she gets her sword and shield ready. Peter smiles as he vanishes and reappears in front of Pyrrha thanks to his spider speed and training. Pyrrha blocks a punch from Peter, but he then kicks the shield off her hand. With no time to use her semblance to get it back, Pyrrha decided to just starts swinging at Peter, but Peter is dodging each attack and instead attacking her at her pressure points. _"Just like Shang Chi and the others trained me. Be serious. Be completely in tuned with my Spider-Sense. Up close and personal. Targeting nerve clusters! Pressure points! Striking with spider-speed. Hitting with spider-strength!"_ He thought to himself as he strikes at Pyrrha, who is getting slower and slower with each swing and attack coming from Peter. _"And that, my friends, is what we call…"_ He then knees her, knocking her down to the ground, with Peter standing in front of her, _"…the Way of the Spider!"_

"And that's the match!" Glynda shouted from the side, making her way to the middle of the arena.

Peter picks up Pyrrha, who is a bit weakened after all those assaults, "Sorry about that." Peter apologized to her.

He thought Pyrrha might be a bit upset, or angry, but instead he sees a small smile on her face. "That's okay. I kind of had it coming." Pyrrha said, making Peter smile a bit, as the whole crowd starts cheering loud for a great and exciting battle.

"I got to say, Mr. Parker." Glynda said, getting his attention. "I never expected you to be THIS good, or not have a single dent to your Aura during the match."

"Really?!" Peter quickly looked at his Aura meter, which didn't go down at all, while Pyrrha was in the red. Peter turns around to face Glynda again. "Wow. So you mean I wasn't hit at all during the match. Call me impressed."

Pyrrha giggles as they both see their teams coming running at them. "Peter, that was amazing!" Ruby said, hugging him in surprise.

"Seriously, and to think you did all of that without any Aura." Yang said. "Now I'm wondering if I have a chance against you."

"Speaking of your Aura." Ren then looks at Peter. "Did yours activate during the match?"

"Nope." Peter simply said.

"And to think you were going all out against me." Pyrrha said. "Who knows how strong you'll be when you unlock your Aura."

"I don't know, since I still wasn't going all out during the fight." Peter said, shocking everyone.

"Seriously?! All of that and you still weren't going all out?!" Weiss asked shocked.

"Nope, sorry Pyrrha." Peter said as he turns around to face her. "If I went all out, I might've punch out your jaw." He said while rubbing his head.

"That's okay." Pyrrha smiled. "That just makes me even MORE curious on how powerful you would be against a strong opponent. Just think: you going all out, plus with a fully unlocked Aura and Semblance, you might be more powerful than anyone in Vale, possibly in Remnant." She said.

"Whoa, whoa. Let's not get to ahead of ourselves." Peter said, calming her down. "I know I'm good, but not THAT good."

"Keep telling yourself that." Pyrrha said as they all start walking out of the amphitheater.

As they head out the amphitheater, Peter thinks of what Pyrrha just said about him being extremely powerful, _"I don't have that much power in me, do I? And if I do, I'm not one who is gonna use all of it. I just like to limit myself, not get to ahead of myself. Hmm."_ He thought to himself, wondering about his latent potential.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter Parker: Hi, I'm Peter Parker. Finally, after so many weeks, my new weapons and communicator are done.**

 **Ruby: Wow, what do you call them? Oh, how about you call the communicator Webware?**

 **Peter: Why Webware?**

 **Ruby: It just fits the design. It almost looks like something Spider-Man could try out.**

 **Peter: I'll be sure to give him one when I get the chance.**

 **Yang: And what about those gauntlets of yours?**

 **Peter: You mean the Iron Avenger? You wouldn't believe what I have done to these babies. Want to help me test them out?**

 **Yang: You bet!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _New Toys_**

 **Ruby: So cool! Peter's weapons are so amazing!**

* * *

 **KFX here: So, as you know, Peter's Aura will remain a plot point in this story, as well as foreshadow how much more powerful Peter will be when he does. Again, I already have Peter's Aura and Semblance planned out, as they are actually based from Spider-Man lore. Try to guess what they are, but in the meantime get ready to see what Peter's new weapons could do next chapter.**


	18. Vol 1 Issue 15: New Toys

_Vol 1 Issue 15: New Toys_

 **BGM- Spider-Man 2 Game Soundtrack - Ka-Boom**

"CAN'T LOSE ME, SLOWWICK!" Spider-Man insulted Torchwick, as he is swinging through the city, trying to catch up to the Bullhead he is flying in. Torchwick and two other White Fang troops were escaping with some Dust they collected, until Spider-Man find out and are now retreating from the Web-Slinger.

"TORCHWICK!" Roman corrected him, shouting through the Bullhead's microphone. "ARE YOU DOING THIS ON PURPOSE?!" He asked, wondering why Spider-Man never seems to say his name right, either he doesn't pay attention or he really is doing it on purpose. Whatever the case may be, it's annoying Torchwick to no end.

"DO WHAT, SLOWWICK?!" Spider-Man retorted, as he performs some parkour on the side of some buildings and then jumps off to continue swinging through the city to catch up to him.

The civilians below are looking at the sky chase above them, with some of them cheering on Spidey. "YOU GOT THIS SPIDER-MAN!" A couple of them said. "TEACH THOSE WHITE FANG CREEPS A LESSON!"

"It's nice to see a city cheer me on when I'm chasing the bad guy." Spidey told himself as he continues to web swing to catch up to the Bullhead. His Spider-Sense tingles as he sees the hanger of the Bullhead open, with a White Fang goon holding a rocket launcher in his hand. "Ooooooo, a rocket launcher! I always wanted one of those!" Spidey said, as the WF goon shoot a rocket at Spidey, but he was able to swing over it. The goon then fires a couple more rockets at the Web-Slinger, but Spidey was able to swing pass them as they hit some rooftops and small billboards. "Okay, I should probably end this before this gets too serious." Spidey told himself.

As another rocket was about to approach Spidey, he hops over it and attaches a web line at the rocket that was behind him, "I think you got forgot this!" Spidey then throws the rocket back at the hanger of the Bullhead.

"Uh-oh." The goon said as he starts running away from the rocket before it explodes in the hanger deck, slowing the airship down.

Torchwick and the goon piloting the airship heard the explosion from the back.

"What was that?!" Torchwick asked. He then sees the goon from the hanger approach the cockpit, covered in smoke. "What are you doing here?" He asked the smoke covered WF goon. "Where's the Spider?!"

The goon looks up and points to the window of the cockpit. Torchwick turns around and is shocked when he sees Spider-Man sticking himself to the front window.

"Hi. Is this the flight to Newark?" Spidey asked the three outside the ship. Torchwick quickly retaliates as he uses his cane to shoot at Spider-Man from inside the cockpit, destroying the window in the process. Spider-Man easily dodges them as he webs up the guy covered in soot. Torchwick, now even more angry, shoots at Spider-Man once again, but misses and accidently shoot at the control panel that pilots the shoot.

"Oh no, the control panel!" The pilot shouted. "With this broken, I can't stir this thing correctly. We're gonna crash!" He said all frantic.

Spidey looks at Roman, who just simply shrugs and smirk. "You really are a bad shot; you know that Conan!" He said, angering Roman.

"IT'S ROMAN!" He angrily corrected him. Too bad Spidey was already at the top of the out-of-control Bullhead to hear him say that.

"Need a plan. Need a plan really fast." Spidey told himself, as the Bullhead is about to crash down onto the city below them. He immediately sees two big buildings on each side of him, so he gets the idea to attach two web lines at each of them and attach them to the Bullhead. "I guess this is the plan!" Spidey grunted, using his Spider strength to hold on onto the webbing so he could so down the Bullhead. He barely managed to lift the Bullhead up before it hit the streets. Too bad one of the landing gears broke apart, as it starts tumbling down through the streets. "Come on, Pete; you got this." He said to encourage himself. "You got this! You got this! You got this!" He keeps repeating to himself, as he managed to web up the landing gear before it could hit anyone, and throws it at a nearby building, webbing it up to the building.

The damaged Bullhead attached to the webbing swings high over the city. Spidey jumps above the Bullhead as it is about to crash to the streets below. "Please don't screw this up." He said to himself, as he uses his web shooters to fire multiple web shots at the crashing vehicle, creating a web net to catch the Bullhead before it could hit the people below. He then lands on the webbed up Bullhead using one hand as the civilians below look at the caught vehicle.

"YOU DID IT, SPIDER-MAN!" Some of them shouted.

"YOU'RE THE BEST!" Another group of people shouted.

Peter investigates inside the Bullhead to see if everyone inside is okay. He found two WF goons knocked unconscious, but no sign of Torchwick anywhere. "Ah, I knew he would disappear like that." Spidey said, a bit angry that he gotten away. "Aw well. I try to catch him next time, but now I need to take these two to Jail R' Us. I hear I get a discount for every baddy I give them. Then after that, I should head back to Beacon. Finish up on my weapons and new wrist watch." Spidey said as he grabs the knocked out goons and leaves them for the police.

* * *

Back at Beacon, the rest of Team RWBYP are heading towards the science lab to meet up with Peter and check out his new equipment.

"Woah, check out this picture Peter sent us." Ruby said, as they all look at her scroll and sees the picture of Spider-Man on top of the webbed up Bullhead. "Man, I wish we were there to see it." Ruby sighed as they continue walking.

"Maybe one day we'll ask join Peter when he's taking pictures." Yang suggested, with her arms behind her head.

"Uhhh, are you sure that's a good idea?" Blake worriedly asked, since she knows that Peter is Spider-Man, so going with him when he's taking pictures might be a bad idea.

"Of course." Yang smiled. "He's just taking pictures, isn't he?"

As Blake sighed, Weiss notices that they are close to the science lab. "Here we are." They enter through the door to see Peter finishing up his wrist device, "Peter, we're here."

Peter looks up to greet them, "Sup, girls. Here to see my new inventions?" All the girls excitedly nodded to see what Peter has in store for them. "Okay, so what do want to see first?" Peter asked them.

"How about that new wrist communicator you told us about." Weiss suggested.

"Okay, here it is." Peter lifts up his left arm to show them a small wrist device he created. "This is a new communication device I created, based off the Scrolls everyone has, but a lot more advance." He started to explain the device to them. "It's much faster, has more memory, and even better battery life than any Scroll you can find in Remnant."

"Ooooooooo." All the girls said in awe as Peter continues to explain to them the new device.

"It has fastest internet speed on the planet with clear reception, is virtually waterproof, and can used anywhere on the planet, even in space." Peter explained.

"Wait, you mean this device isn't powered by Dust at all?!" Weiss exclaimed, since almost everything in Remnant is powered by Dust.

"Nope." Peter shake his head. "It's the reason why it took so long for me to build this, trying to find ways of NOT using Dust to power up this device." He explained.

"I-Incredible." Weiss said, amazed on what Peter has created.

"How about its security?" Blake asked, getting his attention. "How likely is it for someone to hack it?"

"Very unlikely, I would say." Peter replied with a smile. "This device is outfitted with a special new type of encryption that physically reconfigures its internal mechanisms through a nanotechnological computer that is VERY difficult to crack." Peter explained. "I doubt the top ten scientists here would even know where to start hacking this thing."

"Woooooooah." The girls said in awe again.

"What else does it do?" Ruby asked.

"It can project 3-D holograms, either small or large, as evident." Peter activates his device and projects a blue hologram of Beacon. "Woooooooah." The girls said in awe once again. Peter then switches from a hologram of Beacon to a 3-D hologram of the entire world, almost filling up the room.

"Wow! This is cool!" Yang said, marveling at the gigantic 3-D hologram.

"Hmmm hm." Peter said with a smile as he turns off the hologram. "This device also has a Laser Torch and Taser Darts; you know just in case."

"But aren't you worried that it will get damaged?" Blake asked.

"Don't worry." Peter raised his hand to assure her. "I've built this thing to be extremely durable, since I don't want to get damaged by any monsters that want to kill me." Peter said, remembering how his ISO-watch was destroyed in order to "kill" the Green Goblin back on Earth. "And besides, when I'm not using it…" Peter presses a button on the device, turning it invisible. "…I can just camouflage it."

"Coool!" Ruby said, with stars in her eyes. "Can you use it to turn invisible yourself?" She excitedly asked.

Peter smirked as he presses a button on the device, turning him entirely invisible. "Whoa, he really did turn invisible." Ruby said, as all four girls look around the room to find out where Peter is.

"Peter, where are you?" Yang asked, looking around the room.

"Okay, Peter. I think that's enough!" Weiss said. She then feels something on her right shoulder as she jumps out of the way scared.

"What was that?!" She asked scared.

Peter turns off his invisibility cloak. "Hey Weiss, did I just scare you just now?" He asked with a smirk.

"No, I did not!" Weiss angrily said, turning her head sideways while crossing her arms.

"So, what else do you have in that small device?" Yang asked, wondering how much is in that small wrist device of Peter's.

"I have an A.I." Peter simply told her.

"What?!" The girls shouted in surprise.

"What kind of A.I.?" Weiss asked.

 _"_ _Hello, Ms. Weiss."_ A British voice greets her, freaking her out a bit.

"Who said that?" She asked frantically.

 _"_ _I am J.A.R.V.I.S., the A.I. for Peter's wrist device."_ J.A.R.V.I.S. answered her from Peter's wrist device.

"Whoa, this is so amazing!" Ruby excitedly said.

"Peter, did you create J.A.R.V.I.S.?" Blake asked the hidden hero.

"More like repaired him." Peter answered her. "Someone I tend to work with gave me J.A.R.V.I.S. as my own A.I as a thank you for helping him on some stuff. Recently, he got damaged when I attacked by some Grimm before I joined Beacon, so I spend some time trying to repair him ever since." Peter explained to them, lying how J.A.R.V.I.S. was damaged when he first entered this dimension. "If I wanted to, I would've made my own A.I., but I decided to stick with J.A.R.V.I.S. for now."

The girls are just amazed on how smart Peter is and the things he could build with almost anything. "I got to say, Peter…" Weiss started, catching his attention. "You could probably run your own company if you could build stuff like this."

"Maybe, but I don't think I'm confident enough to run my own company. I'm no leader." Peter told her.

"Oh, don't say that, Pete." Ruby walked up to him. "It's like I told you before, I know you could be a great leader, it's only a matter of time."

"Thanks, Ruby." Peter smiled, in which Ruby smiled right back.

"So, do you have a name for that device?" Yang asked, since he never brought it up yet.

Peter rubbed the back of his head, "Too be honest, I haven't put much thought to it."

Ruby thinks for a second before jumping up in excitement, "How about you call it: Webware!" She excitedly suggested.

"Why Webware?" Peter asked her.

"It was the first thing that came to mind, and I'm sure someone like Spider-Man could use it." She replied.

Peter smiled, "Sure, Webware it is then. And if I have the time, I'll build one for Spider-Man as well."

Blake giggles as she already knows Spider-Man is already holding it.

"Think you could build us Webware too, Pete?" Yang asked excitedly.

"Sure, but again it might take a while, especially when juggling school, my job, and other things." He said, remembering his duties as Spider-Man, and how that alter-ego tends to get in the way of his social time. "Anyways, enough about the Webware. Time to show you girls my own personal weapons, and these one have a name." Peter walks up to his desk and takes out two small, red and gold bracelets.

"Bracelets?" Yang asked, wondering how those two small things can count as weapon.

Peter smirks as he puts each bracelet into each arm. "Just watch." He then presses a button on the bracelets, in which they start to cover his arm up to his elbow, covering it with two, red and gold gauntlets.

The girls stare dumbfounded at Peter's new gauntlets. "Whoa…" They all said together.

"You four have been saying that for past few minutes." Peter said, seeing how this is like the 10th time they are amazed at what Peter built.

"What is these called?" Ruby asked him as she continues to stare at the beautiful red and gold gauntlets.

"I call these gauntlets: The Iron Avenger!" Peter said, showing off the gauntlets.

"Why does that sound like a super move in a fighting game?" Yang asked.

"It does, doesn't it." Peter said, as he too thinks it belongs in a fighting game. "Anyways, I build these gauntlets based on someone that I admire and respect."

"Ahhh, I always knew you had feelings for me." Yang said while fluttering her eyes at Peter.

"Actually, you were the second person I thought of when building these." Peter said, as he was actually think of Tony Stark and his Iron Man Armor.

Yang's face went from being happy to dejected in a second, "Oh."

"Ah, don't feel bad, Yang." Peter said to cheer her up. "I made sure I based some of my weapons from your gauntlets. With improvements of course." He sees Yang has a small smile on her face. "And to help test out my new gauntlets, what do you say you be the first to go against them?"

Yang now has a big smile as she rushes to hug Peter," Oh thank you! Thank you! Thank you!"

"Please…you're crushing me again." Peter said, trying to breath as he sees the other three girls giggle at his expense.

* * *

The team are now at the amphitheater, only this time no one is here since it's the weekend, and they got permission from Ms. Goodwitch for them to use it. Peter and Yang are on stage while the rest of the team are watching from below.

 **BGM- DBZ Budokai Tenkaichi 1 OST - 02 - Impulse to Victory**

"So…" Yang started as she slams her fist together. "Shall we get started?"

"Heh…" Peter also slams his fists together. "You are SO gonna regret those words. You wouldn't believe what I have packed in these things."

"Care to give us an overview on your gauntlets, Peter?" Weiss shouted from the stand.

"Sure." Peter started. "So the Iron Avenger's main weapon are the repulsor, a high density muon beam that can be projected as a powerful blast of concussive energy."

"Uhhh…" Ruby confusingly said, since she's not a science geek like Peter or Weiss.

"Uh, Peter. I think Ruby here needs a demonstration." Weiss told him.

"Sure." Peter replied. He then turned to Yang, "You ready?"

"As ready as I'll ever be." Yang happily said.

Peter smirk as he shoots out blue repulsor blasts at Yang, who was able to dodge it. Peter shoots another one at her, who proceeds to block it, but the energy is too much for her as she is knocked down. "Whoa, that was powerful." She said as she gets up.

"Wow." Ruby said amazed. Even Weiss and Blake were impressed at what they seen.

"These repulsor blast are really powerful, and it only takes half a second to charge up a shot." Peter explained.

"Does your gauntlets use Dust by any chance?" Blake asked.

"Yeah, for example." Peter shoots out a purple beam at Yang, but instead of hurting her, it lifts her up in the air in a purple bubble.

"Hey, am I…floating?" Yang asked as she looks at the ground below.

"Yep." Peter started. "I used the purple Dust to change your gravity. So I can make you as light as a feather, or as hard as a rock." He then deactivates the gravity surrounding Yang, as she lands safely back on the ground. "My gauntlets can shoot out all sorts of repulsor blasts with the Dust: Fire, Water, Lightning, you name it."

"That's so amazing!" Ruby excitedly said, while Weiss just looks at her.

"You are amazed by any weapon you see, don't ya?" She said.

"What else can they do?" Blake asked, as she too is a bit excited on what Peter has created.

"Well, not only do they have an EMP, lasers, sonic disruptors, mini missiles and can manipulate magnetic fields, it can also project a plasma shield, as evident." Peter creates a plasma shield from his gauntlets, which resembles Captain America's blue, red, and white shield.

"Woooooooah!" All four girls said at the same time.

"Nice, right." Peter throws the plasma shield through the amphitheater, making it ricochet all across the giant room until he catches it with one hand. "It's not only fast, it's pretty strong too."

Peter makes a hand motion at Yang to come attack him. Yang smiles and charges at Peter with her gauntlets. She keeps attacking the shield with her fists and the bullets from her gauntlets, but they don't seem to have any effect on the energy shield.

"You're right. It is pretty strong, and durable." Yang said as she backs off from the shield.

"I can not only make it a shield…" Peter morphs the shield into a staff, "…I can also turn it into a staff…" He then morphs it into a rope, "…a rope…" He then morphs it into an energy blade, "…or a blade. Pretty much I can morph this thing into whatever I want." He explained as he holds the energy blade into his hand.

"Amazing, and I'm guessing it doesn't require Dust either?" Weiss asked him, who nods at her. "Incredible."

"Well, I want to see how good you are with that energy blade." Yang said as she happily gets into a fighting stance.

"Spoiler alert, I'm still learning." Peter said as he gets into a fighting stance with his blade.

"Good thing I'm your training partner." Yang said as she charges at Peter with a battle cry. Peter blocks a punch with his blade and proceeds to continuously slash at her with it. Yang is barely to keep up with Peter's speed, but was able to block a slash with her gauntlet and counters with a punch to his chest. "Yup, still learning." Yang said with a smirk as Peter gets up from the punch. "Had enough?"

Peter smirked, "Nope." He fires a repulsor blast at Yang's feet, but she was able to backstep from the attack. As she lands, she sees that Peter is gone from the spot he was standing in.

"Watch out!" Peter warned her, as he attacks her from behind with his blade, but she jumps back from the attack.

"Ha, you mis-." Yang stopped talking as she sees a bit of her hair fall down to the ground.

The rest of the team notices this from where they are standing, and they are afraid. "This is gonna hurt." Ruby said, worrying about the damage Yang will do to Peter.

Peter's Spider-Sense goes crazy, but he knows how to counter her attack as he just stands there while Yang's hair starts to flare up and her eyes start to turn red. "Come on, Yang. You're not going to quit after I was giving you a haircut now, are you?" Peter taunted with a smile.

"Peter, this isn't the time to taunt her." Ruby said, now even more worried for him.

Yang looks at Peter with rage. Even though he is her friend, nobody should come across her and her hair. She lets out at big battle cry as she charges at Peter at full speed, who just continues to cross his arms as he smiles.

"Peter, watch out!" Ruby yells out at him as Yang is about to punch him with a devastating punch. Just as she was about to punch the daylights out of Peter, she was surprisingly knocked back by a force field around him.

"What the?!" Ruby said from below, can't believe that someone actually survived Yang's rampage.

"How…" Yang said as she shakes her head, with her eyes turning back to normal.

"Force Field." Peter started. "Using my repulsor energy, I was able to create a force field around myself that is naked to the human eye. I knew you were about to go on one of your episodes after I cut your hair, which was on accident by the way, I activated my force field. It can either surround the entire person, or it can create an entire dome around the area." He finished explaining.

Yang walked up to Peter, "I'll admit, that was actually pretty smart and clever."

"I know rig-." Peter was interrupted as Yang just punches him in the face.

"Just make sure you don't cut my hair again without permission, agreed?" She said with a smile.

"Agreed…" Peter said, rubbing his face. Yang walks up to Peter and helps him up.

"Maybe, one of these days, you can help upgrade my gauntlets, just the two of us." She said to Peter, with her flirtatious eyes.

Peter blushes, "Oh, um, sure. Whenever I have the time. We'll see." He said.

Yang hugs him tightly once again, "Ohhh, thank you Peter."

"Please stop." Peter said, again trying to breath from being crushed. _"If her hugs can crush me, I can't imagine what the Hulk's hugs are like."_

Yang let's go of Peter, who was finally able to breathe again. The rest of the team walk up the stage to join them. "Again, Pete." Weiss said, getting the hidden hero's attention. "Just think about it. With your amazing smarts, which coming from me that's saying something, you can build your own company, possibly better than my family's company. Just think: Parker Industries. Like the name?" She told Peter.

"If my mind was switched with a mad scientist, sure." Peter said, which caused her to mope for a bit.

"But she's right you know." Blake spoke up. "With your strength and smarts, you can actually be unstoppable. It's almost scary what you would do if you were trying to take over the world. None of us might not stand a chance." She said.

"Trust me, I don't ever plan on going to the dark side." Peter assured her. "I will, no matter what, will use what I have to always help out the people that need protection, no matter how miniscule it is. That's just my character."

Blake smiled, "I know you will. But what will happen if someone as strong or as smart as you try to take over the world."

"I seriously doubt that there is someone like that who could put the entire world in danger with just a snap." Peter said. "Seriously, you have to be insane and extremely powerful to pull that off."

* * *

Back at Merlot's Island, which is now renamed Goblin's Island, Norman Osborn (The real one) is in his lab injecting himself of what appears to be the Dust Formula his LMD self created a few weeks ago. Norman ignores the pain as he can feel the power of the Dust inside his body, mixing in with the ISO-OZ formula in his system. He then starts laughing maniacally, "Oooo, I cannot WAIT to see how powerful I am now." He gets up from his chair and starts walking out the room, "Dust and the ISO-OZ formula. Who knows how destructive my powers are now? HAHAHAHAHA!" He laughed as he heads out the door, as his eyes start flaring up.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Norman: This is Norman Osborn speaking. So Merlot, how is the production of the ISO-OZ Formula?**

 **Merlot: Smoothly, Norman. Everything is all going smoothly.**

 **Norman: Excellent. I'll start looking for more White Fang camps in the world to see who I can infect next.**

 **Random GG goon: Master. We have reports that one of the Witch's group member are at Mistral right now.**

 **Norman: Perfect. Now I know where I'm going. Not only I'll infect the White Fang there, I'll also personally meet with this "Arthur Watts" and give a "Warm welcome."**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Goblin visits Mistral_**

 **Norman: As I leave Mistral, I might leave the people there with an "Explosive" goodbye.**

* * *

 **KFX here: We're checking up on Goblin again, just for one chapter now. And yes, as you can tell, he's already hunting down each member of Salem's group. How's he gonna do it without Salem noticing herself, what kind of new powers Goblin has now that he infected himself with Dust, and what about the people of Mistral. Stay tuned, because things are starting to heat up.**


	19. Vol 1 Issue 16: Goblin visits Mistral

_Vol 1 Issue 16: Goblin visits Mistral_

It is a dark and stormy night at Goblin's Island. There are multiple factories seen throughout the big island. You see some of the Goblin Gang training out in the open by attacking some Grimm. And you see the Green Goblin walking out to an open field, this time without his cloak, so you can see the monster's green skin and hellish horns.

He stops walking as he approaches the middle of the open field, breathing in and out as if he is getting ready for something. He closes his eyes and crosses his arms, **_"Bring out the Goblin Guards."_** Goblin commanded. Suddenly, you see a couple of Merlot's island androids, but now sporting a green and black color scheme. They start to surround the Goblin with their lances and blasters.

 ** _"_** ** _I'm ready."_** Goblin simply said, still closing his eyes and his arms folded. The Goblin Guards all start to dogpile on Goblin, and with their weight makes them very hard for someone to get off of them. But Goblin has no intention of struggling, as he lights up his body with fire, melting the green androids off of him until they are just liquefied magma. Goblin stands up, **_"Hmph. Not bad. These new androids were designed to stand up to intense heat, but it would seem that the Fire Dust in my body has increased my own fire powers to the point that I am as hot as the surface of the Sun."_** He explained, remembering how he injected himself with the Dust Formula that his LMD self recently created for the White Fang. Now Goblin has the powers of not only the Fire Dust, but also the Gravity Dust, Earth Dust, and the Lightning Dust in his body. And combined with the ISO-OZ formula that is in his blood, the Dust can be used in ways the world has ever imagined.

 ** _"_** ** _Now, bring out some more Guards. I want to test out something with the Gravity and Earth Dust."_** Goblin ordered, as some more Goblin Guards arise from the ground. Goblin shoots out a small black orb from his palm and shoot it at the Guards in front of him. He watches as the black orb start to suck up the Guards into a black void, along with part of the ground, turning it into a small meteorite. **_"Hehehe. Excellent."_** Goblin grinned to himself as he mentally controls the meteorite. **_"The Gravity Dust, combined with the ISO-OZ formula, can allow me to create a miniature black hole, one that I can control. And using the Earth Dust, I can create a meteorite that makes you think it's from space, Hehehe."_** Goblin laughed a bit as he throws the meteorite high into the air. He then commands it to hurl itself back to the island, like if it's really a meteorite from space, and punches it into tiny pieces.

 ** _"_** ** _Hehe hehe, gooooood."_** Goblin said to himself. He then senses something approaching him, like a stampede of horses. He turns around to see dozens of Grimm right in front of him, looking like they are ready to kill. **_"Good timing. I was going to call on some Grimm to test out my last attack, but there is a lot more of you than I wanted. I wonder why."_** Goblin thinks to himself before coming to a conclusion. **_"Could it be you sense my pure hatred and rage? It's what you Grimm are attracted to, aren't ya? You never sensed a person with so much pure negativity, have you?"_** Goblin grinned, **_"I better keep that in mind for my little project later, but now let's finish this training session."_**

As the Grimm slowly start to approach Goblin, the green menace raises his right hand into the air as he charges up an electrical blast in his palm. Suddenly, the clouds above start to roar thunder. Lightning starts appearing from the thunder clouds as it starts to manifest into the shape of a dragon. The Grimm all shift their focus from the Goblin and at the lightning dragon from the dark clouds. **_"Begone…"_** Goblin started as he brings down his electrified hand. **_"With the thunder clap…"_** As he raises down his hand, the lightning dragon immediately falls down from the clouds and obliterated all the Grimm below in a flash. As the dust settles, Goblin sees no trace of the Grimm, as they are completely wiped out. **_"Hehehehe. Perfect, absolutely perfect! Just as I predicted, the Lightning Dust is extremely powerful when combined with the ISO-8. No one in this world seems to know the full extent of the Dust's potential. They will soon learn, the hard way."_** Goblin said as he starts walking back into the main lab, since his little lightning show caused it to rain heavily in the area.

Norman transforms back into his human form just as he enters the room where Merlot is observing from behind a window, watching the production of the ISO-OZ formula. "Hello, Merlot." Norman greeted him, getting the green-skinned doctors attention. "How's the production of the ISO-OZ formula going?" He asked as he stands right next to him.

"Perfect, Norman." Merlot replied. "We should have enough soon to infect some more White Fang camps in another kingdom."

"Excellent. Now how about the production of the Goblin Guards?" Norman asked him. "I've already tested some of them out, and they still need a few adjustments."

"I'll be sure to fix them right away, Norman." Merlot answered him. "I will say, this new ISO-Dust we've created, are an excellent power source for these new androids. The fact that they can work even outside of Remnant's atmosphere would do wonders for our plans."

"Well they need to be, good doctor." Norman turned to him. "If we plan on taking over multiple dimensions, we need these androids to be at the top of their shape, not be hold back by some petty weakness like the original Dust." He explained to Merlot before looking back at the lab that is producing more ISO-OZ formula. "Anyways, what about my castle?" He asked.

"Your castle is still in construction at the island you chose, Norman." Merlot answered. "And thanks to our jammers, we are invisible to enemy radar. No one knows what you are doing over there."

"Good. Keep checking on the jammers. Make sure they don't get destroyed, or else our enemies will find out." Norman ordered.

"Of course, Norman." Merlot said.

"And one last thing…" Norman turned his face again to Merlot. "The Mobile Armored Cyber-Harness. Is it almost ready?"

Merlot smiled at him, "In a few short days it will be ready."

"Good. I want to keep track of what Cinder is doing at all times. And the Cyber Harness suit will do just the job." Norman said with a grin.

Suddenly, a Goblin Gang member comes through the door with some news. "Master Osborn, we have some sightings on one of the Witch's group members." The goon started, catching Norman's attention. "The person's name is Arthur Watts, and he seems to be in the kingdom of Mistral right now."

Norman smiles after hearing that. "Good job, my child. I'll start heading to Mistral in the morning. Once I've infected the White Fang there, I'll meet with this 'Arthur Watts' and ask him to help with my cause."

"How do you plan on doing that?" Merlot asked as Norman starts walking away.

Norman turns around his face, showing off his smile. "I have my ways." He then continues to walk outside the lab, but not before taking a small device from the table.

* * *

The next morning, Goblin has just arrived at the continent of Anima, where the kingdom of Mistral is at, on his invisible Hellcarrier. Mistral is one of the four kingdoms of Remnant, and controls the most territory out of all of them, encompassing a wide range of ecosystems and many diverse cultures. Some of the terrain includes steep wind-carved cliffs, swamps, and some small villages with people living in them. There is also the city of Mistral, where Haven Academy is located at.

Goblin, with his purple cloak, jumps high from his Hellcarrier and lands in the middle of a swamp. **_"Okay, if the sensors are correct, then there should be a White Fang Camp not too far from here."_** Goblin said as he jumps out of the swamp and starts walking on the main road. **_"Ehhhhh…"_** Goblin said as he looks around his surroundings as he walks. **_"I can sense some Grimm in the area. No doubt they are sensing my negativity."_** Goblin said to himself as he starts performing large leaps to travel better. **_"I don't have time to deal with those creatures now. I need to locate all the White Fang camps as I make my way to the big city. And I sense a group not far from here."_** Goblin leaps on top of a tree and looks below him. He sees a dozen of WF goons setting up camp and talking to each other. **_"They don't know I'm here. Hehehe, this is already too easy."_** He said as he takes out some pumpkin bombs from his bag that contain ISO-OZ gas.

Goblin throws a pumpkin bomb in the middle of the camp, where it explodes and cover the entire camp in a green gas, knocking out everyone as they start to sleep. **_"Hehehehe…"_** Goblin laughed as he lands in the middle of the camp. **_"Don't worry, my children. By the time you wake up, you won't remember being 'attacked', but you will sub-consciously work for me, do my bidding when I command you to."_** Goblin said as he observes the sleeping White Fang goons.

"Hey, what happened?" One White Fang goon said as he and a few others enter the camp. "Who are you? Did you do this?"

 ** _"_** ** _Hmph. It would seem that a few others weren't caught in the gas. Oh well…"_** Goblin grinned as he starts charging at the normal WF goons. **_"I'm sure these fools are obsolete anyways."_** He said as he starts brutally killing off the WF that didn't get caught in the gas.

So for the next few hours, Goblin has been infecting every White Fang Camp he came across, while also killing off a few stragglers that were not in the area when getting infected. After infecting most of the White Fang camps in Mistral, he makes his way to the main city of the kingdom, where he will meet with one of the Witch's inner circle.

In the city of Mistral, a large city lying on two mountains, with various buildings covering the mountains from the summits to the foothills, there is a man walking on the city's sidewalk. The man sports short black and gray hair. He has a black mustache and green eyes. He wears a gray overcoat with yellow linings, a yellow dress shirt and a black necktie. His pants are also gray, and his yellow-buttoned undercoat and fingerless gloves match his shoes.

As the man continues to walk down the streets of Mistral, he checks his scroll to check up on his group before putting back in his pocket.

"Arthur Watts, I presume." A voice tells him from behind.

Watts stop in his tracks as he turns his head to face the voice from behind. "Yes, I am Arthur Watts. Who dare-." He was interrupted as he is punched to a dank alleyway, with no one in sight to see what is going to happen. "What the…" Arthur was getting up from the punch, only to be hold by the throat as he is slammed into the wall behind him. Arthur opens his eyes to see some sort of monster in a purple cloak, only being able to see the burning, orange eyes behind the hood. "Who…are you…" He struggles to talk, as he is being choked by the monster's hand.

 **BGM- Dragon Ball Super OST- Beerus Madness**

 ** _"_** ** _Hehe, you don't need to know."_** Goblin smiled from under his hood as he takes out the device he took back at the lab and injects it in Arthur's neck.

"What…are you doing?" He asked as Goblin takes out the device from his neck.

 ** _"_** ** _It's a DNA Sampler."_** Goblin answered. **_"I'm gonna use your DNA for a little project."_**

"Project…?" Arthur asked as he tries to escape Goblin's grip. "Did Salem order this?"

 ** _"_** ** _Ah, Salem. So that's the witch's name."_** Goblin grinned, now finally knowing the name of the person he saw in his visions of the future.

"What…So you don't work for Salem…" Arthur said. "Once she finds out about this, you will be-." Arthur stopped talking, as Goblin crushes his throat, so he will never talk again.

 ** _"_** ** _Salem won't find out about this. She won't even realize you're gone."_** Goblin said. As Arthur struggles to say something, since his throat has been crushed, he looks at himself to see he is on fire. **_"Burn."_** Goblin simply said, as he burns Arthur. If his throat wasn't crushed, Arthur would be screaming in pain as he burns away into nothing, leaving no trace of him behind, except for the DNA Goblin took from him.

 ** _"_** ** _One down, two more to go."_** Goblin said to himself. **_"Technically five more to go, but I want to save Cinder and Salem for last, Hehehe. But enough of that…"_** He touches his ear piece to get in contact with his gang on the Hellcarrier. **_"Someone teleport me a LMD, stat."_**

After he takes off his hand from his earpiece, Goblin is greeted with a LMD that has been transported to him. He grins as he injects the DNA he stole from the now deceased Arthur Watts into the LMD. He then presses a button on the LMD, and watches it as it shapes into Arthur Watts.

 ** _"_** ** _Welcome, doctor. Back from the Afterlife, now ready to do MY bidding."_** Goblin said to the LMD Arthur Watts.

"Hello, Master Goblin." LMD Watts greeted him, signifying that the experiment is a success. "How may I help you?"

 ** _"_** ** _Heh, continue to do your work with Salem. With your original body's DNA, you possess all of your original knowledge, his plans, everything about yourself. You are the perfect clone."_** Goblin said with a grin.

"Hmm, so your plan is to kill off the original members of Salem's group, and replace them with Life Model Decoys?" LMD Watts asked his new master.

 ** _"_** ** _Of course. It's like I said before, Salem won't know anyone of you are gone when you come back."_**

"But, are you sure Salem won't notice the difference?" LMD Watts asked worriedly. "She's not someone who could be easily tricked."

 ** _"_** ** _Heh, you have nothing to worry about."_** Goblin assured his LMD slave. **_"You are among the most advanced LMDs ever, powered by an ISO-8 shard. Not even GODS could tell the difference between the original and the fake, and I doubt Salem is a God. Even if she does find out, by the time she does it will be too late."_**

"I see." LMD Watts said.

Goblin starts climbing the walls of the alleyways. **_"Go back and do what you were doing before I came to visit. I'll let you know when the next phase of the plan begins."_**

"As you wish, my master." LMD Watts takes a little bow before walking out of the alleyway.

 ** _"_** ** _Heh Hehehe."_** Goblin laughs a bit before hopping away from the city.

* * *

 **BGM- Dragon Ball Super OST- Regret**

With his objectives in Mistral complete, Goblin is watching over the kingdom from his Hellcarrier with his arms crossed. As the Hellcarrier leaves, a Goblin Gang soldier approaches Goblin.

"Sir, here's the red Dust gem you asked for." The goon said, handing over the red Dust gem over to Goblin.

 ** _"_** ** _Thank you, my child."_** Goblin said as he looks at the shiny, red gem, showing a reflection of his face.

"Sir, may I ask, what do you plan on doing with that gem?" The soldier asked.

 ** _"_** ** _I want to start leaving my mark on this world, to show the people here of what's to come in the coming months."_** Goblin said as he throws the red gem outside of the Hellcarrier and into the kingdom of Mistral. **_"Stay close to me, my child. Things are about to get a bit shaken up."_** He said as he transforms into his Primal Goblin state and throws a small fireball from the palm of his hand at the small red Dust gem that is falling faster to the ground below. As the fireball makes contact with the gem, it creates a massive explosion, taking out the forest and the landscape in the kingdom.

"Whooooa." The goon said, as the explosion continues to grow and grow.

 ** _"_** ** _Hehehehehe. AAAAAHAHAHAHAHAHAHAHAHAH!"_** Goblin laughs manically, as the Hellcarrier flies away from the explosion, which seems to take out ¼ of the Kingdom of Mistral.

* * *

Back at Beacon, Peter Parker has started working on rebuilding his Iron Spider Armor until his Spider-Sense starts to go off the charts.

"AAAAAHHHHHH!" Peter screams in pain as he holds his head. "My Spider-sense…!It's going off the charts! My head, my head!" Peter crouches on the ground, trying to ease off the pain. Thankfully, after a few more seconds, the pain stopped.

Peter breathes heavily as he slowly gets up from the ground. "Man, what was that all about?" He asked himself. "That's like the second time my Spider-Sense went off like that. What's going on?"

 _"_ _Sir, I am getting hundreds of news reports coming from the net."_ J.A.R.V.I.S. urgently tells Peter.

"Huh, what seems to be the problem?" Peter checks his Webware and is shocked at what he is reading and seeing. He reads a recent news report about a massive explosion that took place at the Kingdom of Mistral not too long ago. "What in the world happened?!" Peter urgently asked.

 _"_ _It would appear that a red Dust gem was the cause of the huge explosion that took out ¼ of the Kingdom of Mistral, sir."_ J.A.R.V.I.S. informed him. _"Thankfully, it didn't hit any major cities like the city of Mistral, or any of the other Academies located there."_

"But it still says here that the explosion destroyed dozens of small villages in the kingdom, taking out hundreds of people who were living there." Peter said, frustrated that those people couldn't be saved. "Who's the monster that done this…?" He asked himself.

Suddenly, the rest of Peter's team barge through the door as it would appear they heard the news as well.

"Peter, have you heard the news?!" Ruby urgently asked him.

"Yeah, I've heard." Peter said as he frowns and looks at the ground, as he feels sorry that he couldn't help the people there.

"All those people…" Yang said as she too frowned.

"Who could've done this?" Blake asked, wondering who is crazy enough to commit such a terrible thing.

"It has to be the White Fang." Weiss said, getting everyone's attention, particularly Blake.

"How are you sure?!" Blake asked surprised.

"Only the White Fang could pull this off. Remember, they had a guy made out of water not too long ago, and could've easily flooded the city. I'm sure they are behind this." Weiss said.

Blake was about to argue, but Peter decided to speak up. "Let's not jump into conclusions yet." He said, with all eyes now on him. "It could be the White Fang, it could be not, and I have a slight feeling they are not connected to this." He said.

"How are you so sure it's not the White Fang?" Weiss asked.

"Look. Who knows how many crazies there are in the world, besides the White Fang. And it's not like we have any evidence that points to them. It even said in the news report that some White Fang members got caught in the explosion, and I doubt they are the kind that would just leave their fellow teammates there to die." Peter explained.

"I guess you're right about that." Weiss said.

"So who could've done it?" Ruby asked Peter.

Peter sighed since he has no idea. "I don't know, but I have a feeling things just got a lot more dangerous for us, and we need to be a lot more careful from now on." The team agrees with Peter as he thinks to himself who is mad enough to cause this sort of trouble, _"In my world, there are like a hundred people who are sadistic enough to cause this much damage, guys like the Green Goblin, Carnage, and a bunch of other crazies. So who in this world is crazy enough to do this, and what is their goal?"_ He mentally asked himself, unaware that very deep in his heart he might already know the answer.

* * *

***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So while out on my nightly patrol, I come across some guy in some sort of suit. It's almost like the guy is a combination of the Beetle and Iron Man, mostly Beetle because this guy doesn't seem to talk much. I also hear that Jaune is getting bullied by some guy named Cardin. Whelp, better help him out. I know what it's like to be bullied.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Cool Suit_**

 **Spider-Man: I wouldn't be shock if Cardin hates me but loves Spider-Man. It would almost make me nostalgic.**

* * *

 **KFX here: Not a long chapter, but MAN did Goblin leave his mark. Infected a couple of White Fang, killed Arthur Watts and replaced him with a LMD, and blew up a quarter of Mistral, even though some of his new men were caught in the explosion. Goblin doesn't seem to care and we'll go deeper into this in later chapters. Anyways, next chapter, new villain, one that we will be seeing for quite some time, and Jaune being bullied by Cardin. Let's see how Peter will help his friend, next time.**


	20. Vol 1 Issue 17: Cool Suit

_Vol 1 Issue 17: Cool Suit_

* * *

 **Note: This chapter is dedicated to Joan Lee, the wife of Marvel's own Stan Lee, who just recently passed away at the time of this chapter's upload. We Marvel fans will miss you, and we hope your spirit lives on forever in our hearts.**

* * *

It's been a few days since the huge explosion at Mistral. The people of Remnant are a bit worried that something like that could happen at their kingdoms, and some people are blaming the White Fang for the disaster, not knowing that there is another evil group working in the shadows that are the true cause of the explosion.

In Vale, at a small, abandoned warehouse, Cinder is meeting with two of her associates: Emerald Sustrai and Mercury Black. Emerald is a young woman with brown skin, red eyes, and a light, mint-green cut with a straight fringe and bangs. Mercury is a pale, well-built young man with gray eyes, with a somewhat silvery-gray hair color.

"Man, things sure have gotten weirder in the past weeks." Mercury said, while leaning on a chair next to a table.

"No kidding." Emerald agreed with him, while also standing next to the table. "First that Spider-Man guy that keeps showing up, then we had that guy made out of water, and just recently there was that huge explosion that happened at Mistral a few days ago. I wonder who caused that?" She thinks to herself.

"A lot of people are saying the White Fang, but I doubt they have that kind of firepower." Mercury said as he continues to lean on the chair.

"It's not the White Fang. That, I am sure of." Cinder said as she leans next to a wall.

"Okay, but what about that Osborn guy?" Emerald asked.

"What about that old man?" Mercury asked Emerald.

"Well, the guy is making weapons for the White Fang, as well as creating these 'metahumans' for us. Someone like him could've easily caused that explosion." Emerald explained. "In fact, isn't he starting a new project right now, what was it again?" She said to herself.

"It's called 'Project Foes'." Cinder answered her.

"What is Project Foes anyways?" Mercury asked, as he and Emerald are a bit in the dark about it.

Cinder smiles as she walks up to the table, "It's top secret. Only me, Osborn, and Roman knows what it is. But I can tell you it will help us destroy that annoying Spider-Man." She said, in a more sinister tone, as she is still a bit sore that someone like Spider-Man could've easily beaten her way back when they first met.

Mercury and Emerald noticed her sudden mood change and decided not to talk. Cinder calms down after a few seconds, "Anyways, I doubt Osborn was the one behind the explosion."

"How are you sure?" Mercury asked.

Cinder smiles," I have that guy on my leash. Everywhere he goes, everything he does is being monitored 24/7, whether by the White Fang or by me when he's not looking. And if I see him do something that might mess up my plans, he will be eliminated."

"Hmm, I guess you're right." Emerald said.

"Heh, don't want to be Osborn now." Mercury smirked.

Cinder continues to smile, "Everything is all according to plan, and once Spider-Man is eliminated, no one can stop us." Mercury and Emerald smile in agreement with her.

Unknown to them, mostly Cinder, someone was spying on them from miles away from the warehouse they are located at. The guy who was spying at them appears to be wearing a high-tech suit, with a gray and blue color scheme, and a red faceplate that completely hides the face. After scanning the area through his faceplate, the guy activates his wings are starting flying through the city at high speeds.

As the mystery flyer is flying through the nightly skies of Vale, Spider-Man spots him from the wall he is attached to.

"There's something you don't see every day." Spider-Man said to himself. "ALMOST every day. But not EVERY day." He finished as he jumps from the wall and starts swinging through the city to chase the flyer.

As the gray and blue flyer is flying through the city, he is distracted by the red and blue teenager swinging next to him. "HEEEEYY!" Spider-Man said, catching the flyer's attention. "Where did you get the cool suit?" He asked the flyer, who just ignores him as he continues to fly, too bad Spidey's not getting the hint. "And by cool, I mean cumbersome in ribbon." He said.

The flyer stops flying and hovers in the air as Spidey lands on a rooftop next to him. "Don't take it too hard. I mean, clearly you can see, I kind of uh, costume-design snob." He said to the blue flyer. Having heard enough of Spider-Man's banter, the flyer shoots a blue laser beam out of his forearm and attacks the hero. Thankfully. Spidey was able to jump out of the way before the flyer continues to fly away from him. "Okay, fine, it's a nice suit. Sorry, geez."

 **BGM- Ultimate Spider-Man Game- Spider-Man Hero (Track 6)**

As Spider-Man starts swinging to chase this flyer, the guy takes out bombs from his suit and throws it at some cars, blowing them up and leaving two people inside the circle of fire.

"HELP!" One Faunus man said inside the fire. Spider-Man quickly dives inside the circle and rescues the man, swinging him back to the nearby paramedics. "Thank you so much." The man thanked the hero. "No problem." Spidey said as he quickly swings back to save the other man surrounded by fire and takes him back to the paramedics. "Thank you. Thank you so much!" The man said as Spidey starts swinging back to chase the dangerous flying man.

"You know, it would be SO nice for just once, you bump into someone, say hi, and not try to blow me up." He said as he continues to swing through the city, catching up to the flying man until he shoots out a force field in front of Spider-Man, delaying him as he continues to escape.

"Seriously, what am I up against?" Spidey asked himself as he swings over the force field that delayed his chase. "J.A.R.V.I.S., can you scan the suit and tell me what it's powered by?" He asked the A.I. from his Webware.

 _"_ _Of course, sir."_ J.A.R.V.I.S. said, as he starts scanning the suit of the flying man as Spidey continues to chase him down. _"The scans are done, sir. It would appear that it's some sort of cyber-harness suit, powered by a Dust crystal."_

"Dust? What kind of Dust?" Spidey asked the A.I., as he avoids some laser blast from the flyer.

 _"_ _Here's the data I scanned from the suit."_ J.A.R.V.I.S. said, showing Peter the data he scanned through his Webware.

"The Dust readings I'm getting here are off the charts." Spidey said, looking at the data. "It's almost like some sort of Super Dust."

 _"_ _Indeed. There is no other Dust like that in the Schnee Company database."_ J.A.R.V.I.S. said.

"Do you think the guy behind the suit was the one that caused the explosion at Mistral a few days ago?" Spidey asked, wanting to prevent another disaster like what happened there.

 _"_ _I'm not exactly positive, but just in case, I recommend doing your hero thing and catch him."_ J.A.R.V.I.S. advised him.

"Way ahead of you." Spidey said, as he continues to chase the flyer all over the city. The mystery flyer flies high and low through the city, trying to lose the spider hero, but he still catches up to him. "You know, if I was the Hulk, this would be so over with by now." Spidey said to himself as he swings to a rooftop, performing some mad parkour skills from rooftop to rooftop, hoping it will be enough to catch up to the flyer, but it proves pointless, as the flyer flies through an office building, setting the room he flew through on fire, with a civilian surrounded by it.

"OH MY GOD! HELP ME, SOMEONE HELP ME!" The woman shouted through the fire. Spider-Man quickly swings through the broken window that the enemy crashed through, and hops over the fire and grabs the woman. "Hold on tight!" He advised the woman, who holds on a bit too tight, "Eh…Not that tight." Spidey jumps from the office building, and as the woman screams at the top of her lungs, he safely swings back onto the ground and brings the woman next to the paramedics.

"Okay, you Beetle knockoff, time to take you out to breakfast." Spidey said to himself as he continues to chase the flyer through the city, who starts to throw more force fields and bombs at Spidey, only slowing him down by a few seconds, "Okay, if you don't like breakfast, we can get brunch." Spidey said to him, but he continues to ignore the yammering superhero. "Seriously, this guy is just like the Beetle, has all these fancy, cool weapons at his disposal, but doesn't like to brag about them because he DOESN'T TALK!" Spidey said as he continues to avoid the force field that blocks his path and the lasers from the flyer.

The flyer, now having enough of Spidey chasing him, uses one unique trick. As he flies over a group of people in their cars, he takes out some gravity bombs and throws them on the ground, causing the people walking and the people driving suddenly float high in the sky. "Oh no." Spidey said as his lenses widen to see the people start falling down from the sky. Just as Spidey was about to do something to save them, his Spider-Sense tingles as he is suddenly sucker punched in the face by the flyer. Peter is knocked out for a moment, long enough for the flyer to escape.

 _"_ _Sir, get up! The people are still falling!"_ J.A.R.V.I.S. yelled at Peter, who begins to rub his head and gets up from the punch.

"Uhhh. W-What?" Spidey said, immediately looking up to see that the people are close to falling hard to the ground. Peter quickly makes a web net strong enough to catch them and the people in the car. "THANK YOU, SPIDER-MAN! YOU SAVED US!" The people on top of the net thanked him.

"No problem, people. Just doing my job." Peter said as he webs zip to the nearest rooftop, hoping he still has a chance to chase the flyer, but he is long gone.

"Great, he's gone. J.A.R.V.I.S., can you track him down?" The hero asked his British A.I.

 _"_ _I cannot, sir. Something is preventing me to track his location."_ J.A.R.V.I.S. answered, causing Spidey to sigh in defeat.

"Great. Guess that means I'll have to find him again. Ah well, I'll do that tomorrow night. I'm getting sleepy." Spidey said as he starts swinging back to Beacon to get a good night's sleep.

* * *

The next day, Peter and the rest of the team are at the auditorium stage, where they are watching Jaune dueling against Cardin Winchester, leader of Team CRDL and a bit of a jerk. Cardin is holding his mace on his shoulder as Jaune is leaning on his weapon exhausted. He looks at Cardin, who just laughs at his pathetic state, and charges forward and swing his blade at him, only for him to jump out of the way. Jaune looks back, surprised, as Cardin swings his mace at Jaune's shield, knocking it and Jaune back. Now with only his sword, Jaune continues to attack Cardin, only for him to block it with his mace's hilt. As their weapons are locked together, Cardin forces himself up, as he towers over the struggling Jaune.

"This is the part where you lose." Cardin said to Jaune.

"Over my dead-!" Jaune was cut off as Cardin knees him in the gut, making Jaune drop his sword and fall in the ground in pain. Cardin raises his mace and is about to deliver the final blow as the buzzer rings. The lights come back on, and Glynda's voice stops him from going any further.

"Cardin, that's enough!" Glynda said, causing him to walk away as she comes onto the stage with her tablet. "Students, as you can see, Mr. Arc's Aura has now dropped into the red. In a tournament-styled duel, this would indicate that Jaune is no longer fit for battle, and that the official may call the match." Glynda finished, as Pyrrha looks at her downed leader, sad. Glynda turns her head to look at Jaune as he pulls out a smaller tablet with his low, blinking stats and that of his entire team. "Mr. Arc, it has been weeks now. Please try to refer to your scroll during combat. Gauging your Aura will help you decide when it's appropriate to attack, or when it is better to move to a more…defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, non, would we?"

"Speak for yourself…" Cardin said as he picks up his mace.

Glynda turns her attention to the audience, "Remember, everyone, the Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!"

What she was saying excited the students of Vale, especially those in team RWBYP, as Yang punches the air in anticipation, Weiss shakes her fists with an excited smile, and Ruby shaking her entire body with enthusiastic energy while squealing softly. Peter has no idea how interact, since he doesn't know much about the Vytal Festival because he always misses those classes that talks about them. He does see Jaune, still on the floor, as he hangs his head in shame. He turns to Pyrrha, who continues to frown sadly for her leader.

"I'll go check on him." Peter said to Pyrrha, who looks a little happier.

"Thanks, Peter." She said as Peter walks up to the stage to check on his friend.

"Hey buddy, you feeling okay?" Peter asked, even though he already knows the answer.

"Not really." Jaune said, still feeling slum.

"Come on. Don't let Cardin get to you. That's what bullies would like to see from you." Peter said to Jaune, making him feel a little better, but not enough. "Come on, let's go meet the others at the cafeteria. I'm sure I can tell you some jokes that can cheer you up."

"Okay…" Jaune simply said, as he takes Peter's hand to get up from the floor. Suddenly, Peter's Webware receives a message.

 _"_ _Incoming message from Lisa Lavender."_ J.A.R.V.I.S. informed Peter. He checks his message for a bit before sighing.

"What is it?" Jaune asked Peter as he turns off his wrist device.

"My boss wants me to go get some pictures of last night's rumble. A lot of broken cars, small craters, just take pictures of the damage." Peter told Jaune.

"Oh, well you better get right on that. Don't want you to get fired because of me." Jaune said with a frown.

"Right, I'll see you at lunch." Peter said, as he starts walking away from Jaune, who still feels really down on himself. Peter hates that he's leaving Jaune like that, since he knows what it's like to be picked on, especially by someone like Cardin, who reminds him of so much of Flash Thompson, Peter's former bully back on Earth. Flash has been bullying Peter since the start of high school. Even well after Peter got his powers as Spider-Man, he would still let himself get bullied by Flash unless he wanted everyone in the school to know his secret identity. Overtime, the two managed to settle the hatchet between each other and actually became really good friends, especially after Gwen Stacy died.

* * *

In the cafeteria, Team RWBYP (except Peter) and Team JNPR are sitting in the same table as Nora is telling them a story.

"So! There we were, in the middle of the night…" Nora started, only to be cut off by Ren.

"It was day." He said.

Nora continues her story, "...We were surrounded by Ursai…" She said, even though Blake isn't paying attention her as she is lost in her book, while Yang happily listens to Nora's story, with her hands cupping her face.

"They were Beowolves." Ren interrupted her again while holding his coffee cup.

"Dozens of them!" She screamed as she stands on the table, where Weiss is ignoring her as she fills her nails, while Ruby and Pyrrha listens politely, and Jaune is messing with his food.

"Two of 'em." Ren corrected her.

While Ruby and Pyrrha now look at the Jaune with concern, Nora continues with the story. "But they were no match…And in the end, Ren and I took them down and made a boatload of Lien selling Ursa skin rugs!"

Ren sighs, "She's been having this recurring dream for nearly a month now."

"Pyrrha looks at her leader, "Jaune? Are you okay?" She asked him.

"Huh? Oh, yeah! Why?" Jaune asked suddenly, as if he was distracted and lost in thought.

"It's just that you seem a little…not okay…" Ruby told him.

Everyone else in the table stare at Jaune. "Guys, I'm fine. Seriously! Look!" He holds up a thumb while laughing nervously until his attention is focused on the members of Team CRDL, standing around a girl with brown rabbit ears jutting from her hair as Cardin laughs at her and Sky Lark holds up his hands to his head in a mock interpretation of her unusual features.

"Jaune, Cardin's been picking on you since the first week of school!" Pyrrha told him.

"Who? Cardin Winchester? Nah…He just likes to mess around! You know, practical jokes!" Jaune said.

"He's a bully." Ruby corrected him.

Jaune scoffs, "Oh, please! Name one time he's 'bullied' me." He starts having flashbacks of how the time Cardin knocked off the books from his arm. The time he clicked on Jaune's sheath and extends it into shield form, causing him to run into his own defense as he enters the doorway. And the time he stuffed Jaune into a locker and starts pressing buttons, launching the locker up into the sky with Jaune in it. The others are now completely focused on him as Jaune attempts to laugh it off, "I didn't land far from the school!" He protested.

"Jaune, you know if you ever need help, you can just ask." Pyrrha recommended to him.

"Ooooh!" Nora gets up from the table and presents her plan with a not-so-sane grin on her face. "We'll break his legs!"

"What's this I'm hearing about breaking legs?" Peter said as he enters the cafeteria, catching everyone's attention.

"Peter! How did the pictures go?" Yang happily asked him.

"It was pic-tastsic." Peter punned, causing his entire team to groan except for Yang who just smiles. He then turned to Jaune, "I assume the conversation you all are having involves Cardin, doesn't it?"

Pyrrha nods, "Yeah. We could use your help with this one, Peter."

"Guys, really, it's fine! Besides, it's not like he's only a jerk to me; he's a jerk to everyone." Jaune protested while Peter crossed his arms.

They all then hear the bunny girl groan in pain as Cardin is holding on to her bunny ears. "Ow! That's hurts! Please, stop…" She begs them but they continue laughing.

"I told you it was real!" Cardin said to his team.

"What a freak!" His friend, Russel Thrush, said.

Peter lowly growls to himself, as he stares at the bunny girl and Cardin, reminding himself of the times Flash uses to call him a freak because he was smarter than the rest. He also felt bad for her since no one was coming to her rescue, because whenever Peter gets bullied, he always had friends like Gwen or Harry to back him up and stand right next to him. Peter thinks for a second as he is gonna do what no one else in the school would do: Stand up for someone else.

"Stay here." Peter simply said as he slowly starts walking to Cardin's direction.

"Peter, wait! What are you doing?" Jaune shouted at him.

"I'm gonna show you how to stand up to a bully." Peter told him, as Jaune and the rest of his friends stare at him as he approaches Cardin.

Cardin continues to pull on the girl's bunny ears until he is interrupted by a voice, "Wow, is that how you treat a lady? No wonder you don't have a girlfriend." Peter taunted him, as Cardin starts staring at him.

"Well, if it isn't puny Parker." Cardin said to Peter, catching the attention of everyone in the cafeteria.

Peter scoffs at him with a smirk, "Seriously. 'Puny Parker'. VERY original, Eugene. How about you call me something else, if you're smart enough to think of one anyways." Peter taunted.

Cardin growls as the rest of his team start surrounding Peter, who doesn't seem that fazed in the slightest. "What do you want, Parker?"

"I want you to leave this girl alone. What did she ever do to you?" Peter asked him while crossing his arms.

"She's a freak! A Faunus! Why should we care?" Cardin asked him as his teammates start chuckling for a bit.

"I don't see no Faunus. I only see a defenseless girl who was just minding her own business until you jocks decided to ruin it for her." Peter argued as he looks at the bunny girl, who continues to sit there listening.

Cardin has already had enough of Peter as he and his team start coming closer to him, not giving him any room to move. "You guys didn't have come closer. I could already smell your breath from down the hall." Peter said, moving her hand to clear the odor.

"I am THIS close into punching your lights out, puny Parker." Cardin said, slamming his fists together.

"See, again with 'Puny Parker.' Can't you think of something else already? I can't see why people see you as a threat." Peter said, while losing eye contact with Cardin, as he could already tell he had enough of his smart mouth.

"I've had enough of your smart mouth!" Cardin shouts, as he throws a punch at Peter, but instead of Peter, he actually hit an afterimage of him. "What the-?" Cardin was interrupted as he is knocked out by Peter from behind him, karate chopping his pressure point in his neck.

The rest of Cardin's team catch him before he could fall to the ground. "Just to let you know, that was in self-defense." Peter told them. "So unless you want me to go more self-defense on you guys, leave this cafeteria and never look back. And make sure to take Eugene with you too."

The rest of Team CRDL wants to make a move on Peter, but they could see the look on his eyes that he is serious, so they do the smart thing and carries the unconscious Cardin out of the cafeteria. Peter sighs as he hears the entire cafeteria cheering him on for standing up to Cardin that no one else could. He then approaches the bunny girl who was watching the entire event unfold.

"What's your name?" Peter asked the Faunus girl.

"V-Velvet. Velvet Scarlatina." She answered him. "Thanks for helping me."

Peter smiles, "Well I got to do something. I can imagine their bad breaths were getting to you. Seriously, I doubt those guys don't know what a toothbrush is."

Velvet giggles, indicating that she is feeling a lot better. "Anyways, I better go check with my team. One of them should be right outside the cafeteria now." She gets up from the chair and starts walking away. She then turns her head to Peter, "Thanks again for helping me."

"Seriously, it was no problem!" Peter waved at her as she leaves the cafeteria, now happier than sad from a few minutes ago. Peter walks back to his table, where all of his friends just stare at him in amazement. "Let me guess: I'm an amazing guy, am I?" He points to himself.

"Took the words right out of my mouth." Pyrrha said with a smile.

"I'll say!" Yang said as she stares at Peter with a smirk.

"No kidding!" Ruby jumped up in excitement. "One second you were just standing there and the next second you were right behind Cardin and was like 'Whish' right on his neck."

Peter chuckles from his team leader's excitement as he his eyes landed on Blake's smirk.

"So, you feeling okay, Jaune?" Peter asked his friend, who was still amazed at what Peter did.

"I-I guess." Jaune answered. "But you didn't have to do that for me, you know that."

"Maybe, but I wanted to show you how to deal with bullies. One way you could do it is doing what I did, which I don't exactly recommend a lot, or just simply stand up and talk to him." Peter explained to Jaune.

"Talk to Cardin?!" Jaune slightly raised his voice. "What makes you think that would work?!"

"Hey, take it from a guy who's been bullied since I was five. I've pretty much figured them all out." Peter said. "Now, I'm hungry. Where's the lunch stand at?" He told himself as he starts walking around the cafeteria.

What Peter didn't seem to notice is that he left his friends flabbergasted of what he just said before he left, as they all continue to stare at him. "I-I had no idea a guy like Peter would be bullied?" Jaune said, almost speechless.

"Especially for so long too." Pyrrha said, now frowning for Peter. "It makes you ask yourself of what else Peter has been going through, by himself no less." She then looks at the rest of Team RWBYP, who continue to stare at their only male member. "Has Peter ever told you guys about much of his past?"

Ruby looks at her with a frown, "A bit, yeah. And it seems like a past he doesn't want to talk about."

"Yeah, with how his relationship with his friend, Harry Osborn, can be any indication, I can't help but feel really bad for him." Weiss said with a frown.

"Behind his goofy nature, he seems to be really hurt on the inside." Blake said, as she too has a frown on her face. Even though she knows Peter is Spider-Man, she still feels like she only knows the surface of Peter's history.

"Really wished we knew more about him so we can help him out." Yang said with a frown.

"Hopefully someday, but it has to be when Peter feels like telling us, not when we ask him." Ruby said, getting a nod from everyone in the table as they all continue to stare at Peter, as he makes his way back to the table with them.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. I really hate leaving Jaune with Cardin like that. That goes to show you how much my life as Spider-Man suck.**

 **Madame Web: Jaune has to learn to stand up for himself, but now you must focus on other matters at hand.**

 **Spider-Man: Right, like finding that flying suit man from last night. This time I'm making sure he doesn't get away.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _MACH-X_**

 **Spider-Man: Oh, so you DO have a voice. Care to tell me what your name is, mister?**

* * *

 **KFX here: Not much to say except I THINK we are at the halfway point of Volume 1. I say that because I'm still writing the outline for this story as we go, so I'm not sure. Anyways, this little Jaune Arc (Arc) is gonna end in like two more chapters, and then we switch to Goblin for a chapter. Stay tuned.**


	21. Vol 1 Issue 18: MACH-X

_Vol 1 Issue 18: MACH-X_

"Yes! Yes, prior to the Faunus Rights Revolution- more popularly known as the Faunus War- humankind was quite, quite adamant about centralizing Faunus population in Menagerie." Professor Bartholomew Oobleck said as quickly zooms around the room while holding his coffee. Peter is sitting next to a sleeping Jaune, as he and a few of their other friends, as well as Cardin, are listening to the professor's hyperactive lecture. Some of the other students are having a tough time listening to his fast talk, but not Peter, since he is friends with a couple of speedsters, either in his own dimension or other ones.

"Now! While this must feel like ancient history to many of you, it is imperative to remember that these are relatively recent events! Why, the repercussions of the uprising can still be seen to this day!" Oobleck continued, as he zooms around the classroom more while sipping on his coffee again before continuing to zoom around. "Now! Have any among you been subjugated or discriminated because of your Faunus heritage?" He asked the class.

Some students raise their hands to show that they have been subjugated before, even Velvet raises her hand after a moment. Peter sees that her hand is up and sighs to himself, _"Poor Faunus. Wish they had someone like Professor Xavier or the X-Men to help them out. Well, I guess the White Fang are the closest ones they have here, except they're more of the Brotherhood of Evil than the X-Men."_ Peter thought to himself, remembering the times he helped out the X-Men fight off against Magneto and his group.

"Dreadful, simply dreadful! Remember, students, it is precisely this kind of ignorance that breeds violence!" Oobleck said while taking another sip of his coffee. "I mean, I mean, I mean just look at what happened to the White Fang! Now, which one of you young scholars can tell me what many theorize to be the turning point in the third year of the War?" Oobleck asked the class, where he sees Weiss' hand raised. "Yes?"

"The battle at Fort Castle!" Weiss answered.

"Precisely!" Oobleck agreed with her. "And, who can tell me the advantage the Faunus had over General Lagune's forces?" He asked another question.

When the professor is not looking, Cardin flicks two paper footballs at both Peter's and the sleeping Jaune's head. Peter, while not looking, uses his spider-sense to easily move his head slightly to his left to avoid the paper football. Unfortunately for Jaune, the paper hit his head, causing his to wake up.

"Hey!" Jaune said as he woke up.

"Mr. Arc!" Oobleck zoomed over to his face. "Finally contributing to class! This is excellent! Excellent! What is the answer?" He asked the confused Jaune since he was asleep during his lecture.

"Uhhhh…The answer…The advantage…that the Faunus…" Jaune moves his eyes over to Peter for a hint, but he couldn't do anything since Oobleck is standing right there. He then looks behind the hyperactive professor to see Pyrrha, who coughs and motions to her lips as she gives him the answer. "…had over that guy's stuff…" He sees Pyrrha cup her hands around her eyes and goes for the most obvious answer. "Uhh…Binoculars!" Jaune answered, thinking he was right.

Unfortunately, it wasn't, as the entire class laughs at his answer, while Oobleck zoomed back to the front of the class, sipping his coffee. While Peter face palms and Pyrrha sighs before slapping a hand to her forehead, Cardin is pounding his fist on his desk while chortling.

"Very funny, Mr. Arc!" Oobleck said behind his desk. "Cardin! Perhaps you would care to share your thoughts on the subject!" He asked him.

"Well, I know it's a lot easier to train an animal than a soldier." Cardin answered, which caused Oobleck to shake his head.

"You're not the most open-minded of individuals, are you, Cardin?" Pyrrha turned her head to ask him that.

"You JUST noticed that about him?" Peter asked as he leaned on his seat, with a smirk on his face.

Pyrrha turned to Peter with a smile, "No, I knew." She then looked back at Cardin. "I'm just asking if he knew himself."

"What? You guys got a problem?" Cardin asked the two frustrated.

"Not the problem, the ANSWER. Geez, get it right next time, assuming you actually get it right." Peter corrected him, which caused Cardin to growl at him. Peter then turned his head to Pyrrha. "Pyrrha, you got this, right?"

"Definitely." Pyrrha answered as she turns her attention to Oobleck. "The answer is night vision. Many Faunus are known to have a nearly-perfect sight in the dark." She answered correctly, while causing Cardin to growl at her this time.

"General Lagune was inexperienced, and made the mistake of trying to ambush the Faunus in their sleep." Blake continued. "His massive army was outmatched, and the general was captured." She then turned to Cardin. "Perhaps if he'd paid attention in class, he wouldn't have been remembered as such a failure."

Peter snickered at Blake's roast on Cardin, "Remember kids, stay in school, unless you want to end up like the one-minded jock over here." He points his thumb at Cardin, causing everyone in the room to laugh.

Cardin gets up from his seat and clenches his fist at Peter, until he was told off by Oobleck. "Mr. Winchester! Please take your seat." He orders Cardin to do so. Jaune is busy still laughing at his tormentor's embarrassment to not see Oobleck zooming up to him. "You and Mr. Arc can both see me after class for additional readings." He said, taking another sip from his coffee.

"Ooohhh…" Jaune said, slumping his shoulders.

"Now! Moving on!" Oobleck said as he zooms away from Jaune.

After class was over, Peter gather his books and put them in his backpack as he made his way to Blake. "You seemed to have gotten better with the jokes and teasing." He said, seeing Blake with a small grin.

"Maybe it's because I have a great teacher." Blake said, with her grin turning into a smile as they left the classroom.

"Really? Who?" Peter asked, completely oblivious that Blake was referring to him.

Blake gives Peter the look, "Seriously?"

"What?" Peter asked, still not following.

Blake sighed as he still doesn't get it. "Guess my teacher is very ignorant as well." She said, walking away from Peter, who just scratches his head confused.

"Ooookay, that was weird. I wonder who her teacher in jokes is?" Peter said as he sees Pyrrha, Nora and Ren walk out the classroom, only for Pyrrha to stop near the door.

"You go on ahead. I'll wait for Jaune." Pyrrha told the two. She then sees Peter walk up to her.

"I better stay as well too. You know, just in case." Peter said as he stands next to the door. Pyrrha smiles as she is glad someone else wants to help out Jaune, so the two stand out the door waiting for him.

* * *

Oobleck sips on his coffee as he starts talking to the two boys. "You two have been struggling in my class since day one! Now, I don't know if it's a lack of interest, or just your stubborn nature, but whatever it is…" He stops to take another sip from his coffee. "It stops now! You've worked hard to gain entrance to this school, and we only accept the best of the best, so I expect you to act like it. History is important, gentlemen! If you can't learn from it…you've destined to repeat it. Pages fifty-one to ninety-one! I want an essay on my desk by next class! Now! Run along." He finished as he zooms out of the classroom, where Peter and Pyrrha are waiting for Jaune.

Jaune comes out the door first, with Cardin emerging behind him, pushing him down to the ground making him say "Ow! as the bully laughs before walking away.

Peter and Jaune help pull Jaune back on his feet. "You know, I really will break his legs." Pyrrha said.

"Can I karate chop his neck again?" Peter said excited, cupping his hands together. Jaune sighed. "Is that a no?"

Pyrrha thinks for a bit before getting an idea. "I have an idea! Here, come with me!" She excitedly said as she grabs the confused Jaune by the arm and drags him along as she turns down the corridor.

"I guess…I'll come along as well." Peter said, scratching his head as he quickly runs to catch up to them.

A dejected Jaune, Pyrrha, and Peter come to the rooftop of one of the buildings, with a clear view of the glowing orbs in the central tower of Beacon. "Pyrrha, I know I'm going through a hard time right now, but I'm not THAT depressed." Jaune said, looking over the edge of the roof, which confuses Pyrrha. "I can always be a farmer or something…"

Pyrrha realized what Jaune was just talking about, "N-n-no!" She dashes to push Jaune away from the edge. "That's not why I brought you up here!"

"So you weren't going to teach him how to fly?" Peter asked, who receives a mean look from Pyrrha, to the confusion of Peter, "What?"

Pyrrha turned around to face Jaune again. "Jaune, we know you're having a difficult time in class and that you're still not the strongest of fighters, so…we want to help you!"

"Wh-what?" Jaune asked, confused on what she meant by that.

"We can train up here after class where no one can bother us!" Pyrrha said.

"I'll make sure to join too, whenever I'm not too busy anyways." Peter said, scratching his head on how his life as Spider-Man can be a bothersome to him and his friends.

"You think I need help?" Jaune asked, still confused.

"N-no! No, that's not what I meant." Pyrrha retaliated.

"Well, you did say he needed help." Peter said, again receiving the mean look from Pyrrha.

"Not helping, Peter." Pyrrha told him, then putting her attention back at Jaune. "Jaune, everybody needs a little push from time to time. It doesn't make you any different from the rest of us. You made it to Beacon! That speaks volumes of what you're capable of!"

Jaune turns away from the both of them, lowering his head and voice. "You're wrong. I-I don't belong here."

"That's a terrible thing to say! Of course you do!" Pyrrha argued, as Peter crosses his arms wondering what Jaune is talking about.

Jaune now turns back around, looking a bit angrier. "No, I don't!" He then sighs as Pyrrha looks at him bewildered.

"Jaune…" Peter started as he walks closely to him and stands next to Pyrrha. "What's going on? I can tell you're hiding something."

Jaune sighed again as he starts revealing the truth about himself. "I wasn't really accepted into Beacon…" He started as he turns his back to the two that are trying to help him out.

"Wh-what do you mean?" Pyrrha asked confused, while Peter continues to listen to his story.

"I mean I didn't go to combat school, I didn't pass any tests, I didn't earn my spot at this Academy!" Jaune said, with his voice getting higher and higher with each confession. He looks at them again. "I lied! I got my hands on some fake transcripts, and I lied!"

Peter didn't say anything as he continues to stare at Jaune. Pyrrha, however, was now even more confused. "What? But…why?"

"Cause this is always what I've wanted to be!" Jaune shouted at her, and then turns away again. "My father, my grandfather, and his father before him were all warriors! They were all heroes! I wanted to be one, too. I was just never good enough."

Pyrrha approaches him as she places a hand on his shoulder. "Then let me help you. Let US help you!" She said, referring to Peter.

Jaune suddenly turn on her with mad frustration. "I don't WANT help! I don't WANT to be the damsel in distress! I want to be the hero!"

It was Peter's turn to start talking, remaining calm and collected throughout his confession. "Even the best of heroes need help every once in a while." He said, remembering the times as Spider-Man how he would need help sometimes to stop a threat. A more recent example would be when he teamed up with Sonic last time to stop two dimensions from destruction by Eggman and Octavius.

"But how can I be a great hero when I need help all the time?!" Jaune argued back, but Peter didn't flinch from his outburst. "I'm tired of being the lovable idiot, stuck in the tree while his friends fight for their lives! Don't you understand? If I can't do this on my own…then what good am I?" Pyrrha attempts to reach out for his arm, but he leans back from her touch. "Just…leave me alone. Okay?"

Pyrrha bows her head, sadden that she couldn't do anything else to change his mind. "If that's what you think is best…"

Peter walks up to her, putting his hand on her shoulder. "Trust me, it's for his own good." He said to the sadden Pyrrha. "Now get back to your dorm. I have some last minute words to tell to Jaune." He told her, who slowly nods her head as she leaves the rooftop, leaving the two boys all alone.

"Jaune, all I'm going to say is: No matter what happens, no matter if you become a hero or not, always remember that you have friends to back you up, no matter what." Peter told Jaune, who doesn't seem to listen as he looks out into the open.

Peter shrugged, knowing that's everything he could do. "Alright then. I'll see you tomorrow." He said as he leaves the rooftop.

Jaune paces himself a little on the roof until he hears a mocking laugh close by, which is revealed to be Cardin as he appears on the roof from his window. "Oh, Jaune…" Cardin started, catching Jaune by surprise.

"Cardin!" Jaune said as he looks at his bully.

"I couldn't help but overhear you three from my dorm room. So, you snuck into, huh? I gotta say, Jaune, I never expected YOU to be such a rebel!" Cardin said.

"Please, Cardin, PLEASE, don't tell anyone!" Jaune said, taking a begging tone.

"Jaune, come on! I'd never rat on a friend like that!" Cardin said.

"A…a friend?" Jaune asked confused as he approaches Cardin.

"Of course!" Cardin said, trapping Jaune in a headlock under his arm despite his struggling. "We're friends now, Jauney boy! And the way I see it, as long as you're there for me when I need you, we'll be friends for a long time." He releases Jaune, who gasps as he leans on the ground. "That being said, I really don't have time to do those extra readings Dr. Oobleck gave us today. Think you could take care of that for me, buddy?" He then leans down to rub Jaune's hair and gets up with a grin. "That's what I thought." He then heads back to hang onto the edge. "Don't worry, Jaune; your secret's safe with me." He finished as he drops back down to his room as Jaune rubs his neck in pain and worry.

Lucky for him, Peter, now in his Spider-Man costume, heard the entire thing from the other side of the wall in his stealth mode. "Darn it, Cardin. I might actually have to break his legs for this." Peter whispered to himself, not wanting Jaune to hear him. "I have to talk to Jaune right now, help him out."

 _'_ _Are you sure that's a great idea right now?'_ A voice tells Peter through his mind.

"Madame Web?" Peter recognized the voice in his head. "Why are you here? Or at the very least, talking to me in my mind?"

 _'_ _I'm stopping you from making a terrible mistake.'_ Web said.

"Mistake? But Jaune needs me. He's being blackmailed. I NEED to help him." Peter argued.

 _'_ _But weren't you the one to agree that Jaune needs to do stand up on his own?'_ Web reminded him, causing Peter to groan in regret. _'If you continue to help him out now, even in dangerous situations like this, then how can he grow up and be a great hero? You should know, Parker. After all, this sort of situation tends to happen between you and Flash Thompson a lot, doesn't it?'_ She told Peter, who doesn't even have a witty comeback to that, since she knows she's right. _'When the time is right, you'll know when to help him, but for now, let him do this on his own. He must learn to stand up for himself if he has any hopes of surviving out in the real world.'_

Peter sighs, knowing that for now, Jaune needs to settle this alone, without his help. "You're right, Madame Web. If I really want to help Jaune, I need to respect his wishes, no matter how dire the situation may be."

 _'_ _Correct, Parker. This is the kind of thing a leader must go through, something you should also learn as well.'_

"I-I'm no leader." Peter argued. "And I doubt I'm good enough to be one."

 _'_ _Nonsense, Parker. You have what it takes to be an excellent leader, just like Jaune here.'_ Web argued back. _'Captain America believes you can be an effective leader, you just need to search in yourself to unlock that hidden leader inside you. And you need to, in order to stop the upcoming challenges you have ahead.'_

"Uh-huh, like what?" Peter asked her.

 _'_ _For instance, that 'flying guy' from last night. I can sense he's somewhere in the city right now.'_ Web told Peter.

"Thanks MW. I'll make sure he won't escape me this time." Peter declared, as he jumps from the wall and starts swinging towards the city.

* * *

"AAAAAGGHHH!" A White Fang member yelled out in pain as he falls over to the ground defeated. Apparently, there were dozen of White Fang members outside of a warehouse, minding their own business, that is until a guy in high tech armor flew by them and started attacking them, with none of the goons being able to put a dent on him.

After defeating the last WF goon, the high tech armor guy was about to leave the premise until he got a warning from his sensors that someone is approaching. Using his suit, he was able to scan the perpetrator and find out that it's Spider-Man approaching the area.

"Okay, buddy. Where are you?" Spidey asked himself, until he sees some beaten down WF goons on the ground next to a warehouse. "Whoa. What happened here?" He asked himself as he lets go of his webbing and lands next to one of the downed WF goons. "Either there was a smashing party that I wasn't invited to, or someone beat up these guys before I could arrive." Spidey told himself as he checks one of the goons. Luckily, they don't appear to be dead.

"I wonder who did this?" Spidey asked himself. "Maybe it was the police, or another Hunter. Aw well, whoever did this should know when enough is enough. These guys almost look like they are about to die. Whelp, nothing I could do now, better continue finding that flying guy. I know he's here somewhere."

Peter shoots out a web line and starts swinging away, unaware that the flying guy was there the entire time in stealth mode. As he starts flying away, his wings are being short-circuited by a taser web, knocking him back down to the ground. "Nuh uh-uh. Didn't think I noticed you, did you?" Spidey said, as the flying guy starts getting up, facing the web slinger. "You just got to love the good, old Spider-Sense. It told me that you were here. Just had to simply find a way to get you out in the open." Peter explained himself on how he found out about the flying guy's position.

 **BGM- Dragon Ball Xenoverse 2 OST - Metal Cooler Theme / Namek Stage**

The flying guy attempts to fly once again, but the wings are still damaged. "Don't think about flying away again because you're so grounded, buddy!" Spidey said. "So, care to me your name this time before we start out little scuffle where I struggle a bit but come out on top?"

The flying guy looks at Peter, even though his face is still covered with his red faceplate, as he brings out all sorts of rocket launchers from his entire armor. **"The name's MACH-X."** The flying guy finally spoke up. Spidey's lenses widen as he observes all the rocket launchers on the guy's suit, "This might take a while."

MACH-X fires a barrage of mini rockets from his armor and start at Peter. He uses his reflexes and agility to dodge and swirl through all the rockets before they could make contact with him. "Where does he get this stuff?! I've heard of countries with smaller arsenals!" Spidey shouted as he continues to dodge the missiles, where they cause small explosions after they miss the hero. "Okay, let's try to blind this guy." Peter said to himself, shooting some webbing at MACH-X's faceplate, covering up his vision. Peter then takes the opportunity to web up the rockets coming at him and throw them back at the armored villain, "Have a taste of your own medicine!" The rockets are coming straight at the blinded villain, but before they could make contact, MACH-X jumps high in the air as the rockets hit the ground he was standing on. He then lands back onto the ground, in front of the explosion, with his faceplate still webbed up.

"He was able to jump from the attack while still blindfolded? How? Is it because of his suit?" Peter asked himself before charging at MACH-X for a couple of punches, "Might as well ask him up close!" Peter unleashes a flurry of rapid fire punches at the blinded MACH-X, but it seems that each hit isn't connecting at all, as the villain seems to be dodging each one as if he's anticipating it. "Come on, hit!" Peter encouraged himself to do so, but he still misses each attack. Having already toyed with him long enough, MACH-X dodges one more punch from Spider-Man before delivering a devastating punch to his chest. "GAH!" Peter said in pain as he flung back to the ground.

Spidey slowly gets up from the punch while holding onto his chest. "Man…that really, REALLY hurt, and I've fought the Hulk before to know how pain is really like." As Peter rubs his head, MACH-X makes a mad dash at the web head with his red energy blade. "Woah!" Peter jumped out of the way before MACH-X could slice off his head. He then catches up to Peter and starts slashing at him, with the hero barely able to dodge each of them from the enemy's bizarre speeds. "Sorry buddy, but I'm not a fan of haircuts!" Peter stated, dodging one last slash before countering with his own devastating punch to the guy's gut. Unfortunately, the guy's armor is incredibly durable, almost breaking Peter's hand, "Yowch!" Spidey backs away from him a bit as he checks his hand, "Man, what is this guy made of?" Peter asked himself as he starts dodging the laser blast from MACH-X's gauntlets. "Not only this guy is incredibly fast, strong, and durable. He's able to anticipate my attacks, almost like he has a Spider-Sense. But how?"

 _"_ _Sir, I'm getting an odd reading from MACH-X."_ J.A.R.V.I.S. said.

"Reading? What kind of reading?" Peter asked as he uses his enhanced lenses to check out MACH-X. He then notices a blue aura surrounding the armored villain, "Holy! This guy has an Aura!" He stated as he webs up a small box next to him and throws it at MACH-X, who just cuts it open with his energy blade.

 _"_ _Indeed he does. And it seems to be a bit enhanced thanks to his 'Super Dust' that he has powering his armor."_ J.A.R.V.I.S. informed Peter. _"With that, and his high tech cyber suit, MACH-X is incredibly resilient and extremely powerful. My records show that no one else in this world has this kind of fire power."_

"So I guess that proves it." Peter started, jumping from another rocket attack and lands on top of the warehouse, staring at the armored villain from above. "He must be the guy behind the Mistral explosion from a few days ago. And now that he's in Vale, who knows what will happen unless I stop him. Jarvis, start scanning his entire armor to find any weak point." He ordered the A.I.

 _"_ _Of course, sir."_ J.A.R.V.I.S. agreed. " _But it might take a while. The man's suit is pretty hard to scan."_

"Just do what you have to do." Peter said, jumping back down onto the ground and gets into fighting position from across MACH-X. "So, Machy, shall we dance?"

MACH-X throws his explosive bombs at Spidey, who quickly webs them up and throw them back at him, causing an explosion. The explosion didn't leave a scratch on the armor, as MACH-X starts charging at Spidey with his blade. Peter jumps over him to dodge the blade, but MACH-X catches him by the leg and slams him hard to the ground, holding him down with his leg. Peter struggles to get up but couldn't as he sees MACH-X with his blade in his hand. "Okay, I give, I give. Can't we just talk about this?" Peter asked, with MACH-X not responding, "Oh, come one, buddy. I know you can talk. So say something before finishing me off."

 **"** **You're done."** MACH-X spoke, as he thrust his blade at Peter's heart.

"I knew you would say that." Spidey said, as he fires off his flame webbing at MACH-X's faceplate, distracting him long enough so Peter could break free from his grip. "Didn't expect that, didn't you?"

The fire quickly fades from MACH-X's face as he brings out his rocket launchers from his gauntlets. "Not this time!" Spidey declared, as he fires off two web lines at MACH-X but misses. But Peter anticipated this, as his really target was the big metal crates behind MACH-X, next to the ocean. Peter uses the webbing he attached to the crate and zips at MACH-X, kicking him to the metal crate, causing it to flip, and send both it and the armored man into the ocean.

"Guess even armored maniacs could go for a swim every once and a while." Peter said before checking his Webware. "Jarvis, how's the scan going?"

 _"_ _I was about 39% done, sir. But I need to be close proximity to start scanning him again."_ J.A.R.V.I.S. informed the web head.

"Guess I'll check to see if he's still kicking." Peter said as he activates his red light on his belt and starts diving deep into the ocean. As he gets closer and closer to the sea floor, he notices the metal crate on the floor, but couldn't find or sense MACH-X anywhere. Peter gets back up to the surface to catch his breath. "He wasn't there. He must have escaped somewhere in the ocean. I'll never be able to find him now. Should've put a spider tracer on him when I had the chance."

 _"_ _I doubt it would make a difference since he armor would've jammed the signal on contact."_ J.A.R.V.I.S said.

Spidey exits out of the ocean, with his costume all wet and soggy. "First I couldn't help Jaune with Cardin blackmailing him, and now I lost the guy who could potentially blow up the city. Some friend and hero I am. Just hope Jaune can soon stand up to Cardin before it's too late." Spidey told himself as he starts swinging back to Beacon.

Up high above the clouds of where he fought Spidey, MACH-X is hovering in the sky with his wings, now fully operational again. **"Scan complete. Digital Spider-Sense has now been perfected."** He said before flying off in the distant.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. So Pyrrha, have you seen Jaune lately?**

 **Pyrrha: No, I'm afraid he's still hanging out with Cardin. Come on, Pete, there has to be something we could do to help him.**

 **Peter: The only thing we can do is put our trust in Jaune. I know he'll be able to overcome this. Assuming that Grimm has anything to say.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Class Trip_**

 **Peter: Why does all the class trips I go to, someone has to be in danger all the time?**

* * *

 **KFX here: Sorry this was a bit late. Had some things to take care of, like watching Spider-Man: Homecoming (Which is a great film. Check it out). The next chapter shouldn't be a long one, just to warn you. As for MACH-X, he'll appear again, trust me. He's gonna be a troublesome opponent for Spidey since he has that crazy armor, weapons, Aura, and apparently has the ability to use a Perfected Spider-Sense. I wonder what else he can do. Stay tuned and find out.**


	22. Vol 1 Issue 19: Class Trip

_Vol 1 Issue 19: Class Trip_

"Here Machy, Machy, Machy. Where are you buddy?" Spidey said as he swings through the afternoon skies of Vale. "Come on, Machy. It's been three days since we last met. You haven't called, you haven't write." He continues to talk as he runs on the side of a building before jumping off and continuing swinging through the streets.

 _"_ _I'm pretty sure MACH-X isn't dumb enough to show his face again, at least for a little while."_ Peter's British A.I. told him through his Webware.

"Huh, I guess so." Peter sighed as he lands on top of a building. "Just WISH I could find some way to find him, or at least someone call me for some help." As soon as Peter said that, his Webware starts ringing. "Huh, speak of the devil, I wonder who is calling?"

 _"_ _It appears to be Ms. Nikos on the line."_ J.A.R.V.I.S. answered for him.

"Pyrrha? Okay, answer the call, but only voice, no projector. Don't want her to find me in my work clothes." Peter said as J.A.R.V.I.S. answers the call. "Hey Pyrrha, how's it going?" Peter greeted her as he starts swinging through the city.

 _"_ _Peter, you of all people should know why I'm calling."_ Pyrrha said, through Peter's Webware.

"Is this still about Jaune?" Peter asked, since he hasn't been able to see his friend since Cardin blackmailed him to do his bidding.

 _"_ _Yes. Seriously, Pete, ever since we had that talk on the rooftop, he hasn't been himself. Especially now that he's hanging out with Cardin."_ Pyrrha said, disgusted by that last sentence.

"I'm sure Jaune knows what he's doing." Peter said, leaping from rooftop to rooftop, performing some mad gymnastics skills along the way.

 _"_ _Are you sure, Peter?"_ Pyrrha asked with concern. _"He needs some help, someone like you to go and talk to him."_

"But why me exactly?" Peter asked.

 _"_ _Well one, Jaune likes to arrive late to bed, so I barely get the time to talk to him. Two, I'm still mad at him for rejecting my help. And three, with your experiences with bullies, you should know how to help him."_ Pyrrha explained herself to him.

"Look Pyrrha, I want to help, that's why I'm waiting for the right time to talk to him." Peter said, reminded of Madame Web's words of waiting for the right moment to talk to Jaune.

 _"_ _What do you mean the 'right time!'"_ Pyrrha shouted through the Webware. _"As his friends, we should be doing something to help him NOW!"_

"And as his friends, we should respect his wishes." Peter retorted, causing Pyrrha to go silent for a minute. "Remember, Jaune said he wants to do things be himself. He brought this upon himself, and now he's gotta learn how to get out of it, alone." Peter stops swinging and lands on top of another rooftop.

 _"_ _But…"_ Pyrrha started. _"What if he can't?"_

"He will. We just got to trust him, just like how he needs to trust us to help him." Peter finished.

 _"_ _Hmph."_ Pyrrha said, smiling even though Peter couldn't see it. _"Sometimes I wonder why you aren't the leader of your team, or any team to be exact if you have so much faith in someone."_

"I-I'm not exactly the best team leader, and doubt I will be." Peter said. "But you're lucky to have a good leader like Jaune with ya."

 _"_ _I guess so. Thanks Pete."_ Pyrrha thanked him.

"No problem. In fact, I think it's the right time for me to talk to Jaune now." Peter said.

 _"_ _Why you'd say that?"_ Pyrrha asked him.

Peter jumps off the building and starts swinging through the city. "Because I almost forgot tomorrow we have a field trip to Forest Fall. Might as well do it now before I forget."

 _"_ _Okay. See ya later, Peter."_ Pyrrha hanged up as Peter continues to swing through the city.

"Alright, Jauny ol' buddy. Here I come to help ya." Peter said as he starts swinging back to Beacon, that is until he hears a robbery in progress through his Webware. "Guess I'll have to help him later. Uh, sometimes it sucks to be Spider-Man, can't even go back and help out a friend in need." Peter said as he swings towards the robbery.

* * *

It's night time at Beacon right now. Everyone is either or has fallen to sleep already, well, everyone except for Jaune, as he closes the door to his dorm, not wanting to talk with the friends he hasn't talked to in days.

"Hey, Jaune!" Ruby said in her pajamas, startling Jaune. She giggles at her reaction, "Long time, no see! Did you lock yourself out again?"

"Oh, uh, nope!" Jaune replied, taking out his scroll. "Got it!" He attempted to laugh but stopped himself from doing so.

"So! Where have you been lately?" Ruby asked him.

"I, uh…" Jaune started, sighed and then lowers his head in shame. "I messed up. I did something I shouldn't have, and Cardin has me on a leash, and Pyrrha won't even talk to me, and…" He breathes heavily through his nose as he continues. "I'm starting to think coming to this school was a bad idea." He presses his back to his team's door and slides down to the floor in depression. "I'm a failure."

"Nope!" Ruby simply responded.

"Nope?" Jaune looked at her in surprise.

"Nope! You're a leader now, Jaune. You're not allowed to be a failure." Ruby told him.

"But…what if I'm a failure at being a leader?" Jaune asked her.

Ruby thinks about it for a moment before giving him an answer, "Nope!"

Jaune lets out a small laugh. "You know, you're not the easiest person to talk to about this kind of stuff."

"Nope!"

"Then how about you talk to me, then." They both turn their heads to see Peter walking down to their direction.

"Hey, Pete." Ruby happily waves at him, who proceeds to wave at her back.

"Peter…" Jaune looks away from his face. "You're not still mad at me, are you?" He shyly asked him.

"Nope!" Peter replied as he leans next to Jaune's door. Jaune chuckled as it appears Peter and Ruby share the same mindset.

"Jaune, maybe you were a failure when you were a kid…" Ruby started, making Jaune groan and sink lower to the ground. "…and you've might've even been a failure the first day we met!" She continued, making him groan again and sink deeper again to the ground.

"I agree with Ruby." Peter said as he sits to the left of Jaune. "I mean, I've been a failure for as far as I remember. Heck, I still think I'm a failure to this day, but I don't want to think like that all the time. You want to know why?" He asked Jaune.

"Uhhhh, because…?" Jaune asked, not knowing what the answer may be.

"Because I have people I need to protect: friends, family, even people that I don't know much. And in your case, you have your teammates you need to look after." Peter said.

"We both do!" Ruby added as she and Peter get up from the ground. "And if we fail, then we'll just be bringing them down with us. We have to put our teammates first, and ourselves second."

"You don't need to have crazy powers or be insanely skilled to be a great leader, Jaune." Peter continued from Ruby's speech. "As long as you stand up for your friends and for what's right, you could be the best leader of them all." Peter grabs Jaune's hand and helps him up. "One of the greatest heroes that I look up to is like that, and Jaune, I know you can be like that hero. "Peter finished, as he remembers Captain America and his speeches.

"You…really think so." Jaune said, wanting to make sure what Peter said is true.

"I know so." Peter replied with a smile, as the two shake hands. Peter walks with Ruby to their dorm room.

"You're pretty great with the speeches." Ruby complimented him.

"You weren't half bad yourself, Rubes." Peter rubbed her hair, causing her to giggle. They both look back at Jaune with a wave. "Have a good night, Jaune!"

"Yeah. Goodnight!" Ruby said, as they both enter their dorm.

With new confidence backing himself up, Jaune faces the door, ready to turn the knob and face his team, but his Scroll beeps and he pulls it off of his side to open it, seeing Cardin's contact relaying a message. _"Hey! It's your buddy Cardin!"_ Cardin greeted Jaune through the Scroll. _"I know you're probably busy with that Dust project I gave you, buuut I'm gonna need you to go out and get a bag of Rapier Wasps."_ He said, causing Jaune to make a terrified sound in response. _"And make sure they've got some REALLY big stingers! It's important, so don't screw this up!"_ He then hangs up. Jaune closes his Scroll just when it begins to beep again. He then begins to sigh as he wearily heads down the hallway and away from his room.

* * *

The next day, teams RWBYP, JNPR, CRDL, and Glynda are walking through a forest bustling with red leaves and gray trunks. Peter and Ruby are moving their eyes around, marveling at the beautiful red forest.

"Yes, students, the forest of Forever Fall is indeed beautiful." Glynda said to the group as they continue to walk through the forest. "But we are not here to sight-see. Professor Peach has asked all of you to collect samples from the tree deep inside this forest, and I'm here to make sure none of you while doing so."

The group stop walking, and Jaune, grunting and carrying a large case with seven empty glass jars on top, tries to catch up with them and ends up bumping into Cardin. The bully scowls at Jaune, who attempts to feign innocence by whistling tunelessly.

"Each of you is to gather one jar's worth of red sap." Glynda continued instructing the group, holding a full jar for their objective. "However, this forest is full of the creatures of Grimm, so be sure to stay by your teammates. We will rendezvous back here by 4 o'clock. Have fun!" She finished instructing.

While Yang and Ruby smile at one another, Jaune attempts to sneak away from Cardin to his team, but the bully sees this and grabs him by the back. "Come on, buddy-let's go!" Cardin told him. Jaune miserably looks up at his team, where Nora and Ren are already walking into the forest depths and Pyrrha is staring sadly at him. Dropping his gaze, Jaune turns and follows CRDL, to the disappointment of Pyrrha, who just sighs before continuing on.

Peter stands there as he sees Pyrrha sadly walking back to her team. _"Sir, do you think Mr. Arc will be able to the do the right thing?"_ His A.I. asked him.

"Positive." Peter answered him. "You just got to have faith in him, just like how you should always have faith in Mr. Stark whenever his armor's power is running low during combat."

 _"_ _I'm only doing what my functions tell me to do."_ J.A.R.V.I.S. said to him.

"Yeah, yeah, whatever." Peter said, as he walks towards the rest of his team.

* * *

Team CRDL is making themselves comfortable by leaning on stones, trees, and the ground while Jaune returns to the group with seven full jars, setting them down just as he collapses face-down. The surrounding team gets up as they see him on the ground.

"Hey, great work, Jauney boy! Now that wasn't too hard, was it?" Cardin asked him.

"I think I'm allergic to this stuff…" Jaune said, still on the ground with his eyes crossed and sounding dizzy.

"Greeeeat, great, great. So, Jaune, I bet you're asking yourself, 'Why did my buddy Cardin ask me to collect seven jars of tree sap when there's only five of us?" Cardin asked him.

"That is one of the many questions I have asked myself today, yes." Jaune said, still exhausted.

"Well, come with me, and you'll find out." Cardin said as Jaune sits up, moaning and gulping in worry.

Team CRDL, plus Jaune, are now perched on a hilltop overlooking the other students, who are retrieving their own samples of sap. Ren, kneeling to collect it from a tree, passes a full jar to Nora, who "Mmmm!" s at the gift as Ren trades it for the other jar in her care. He turns back to the tree and starts filling it up while several licking sounds are heard from Nora, now with a embarrassed smile covered in red and an empty jar in her hands.

Jaune turns his to the left to face Cardin, "Cardin, wh-what's going on?"

"Payback." Cardin said, still staring at the unsuspecting group sharply, well everyone except for Peter, who's spider-sense is already telling him about trouble afoot as he continues to collect the sap from the trees.

Jaune's eyes widen as he understands what Cardin means. "Pyrrha…Peter…?" He asked himself, watching Pyrrha gather more sap from one tree, and Peter gathering more from another. "Wh-what are you-?"

Cardin pounds his fist on the ground. "That the girl. Red-haired know-it all, thinks she's so smart. And Puny Parker. Just thinking about him makes me all angry inside, more so than Pyrrha. He's gonna pay for embarrassing me back at the cafeteria and during class. Alright, boys…" He pulls out a buzzing cardboard box with a large "W" written on its sides. "Last night, old Jaune here managed to round up entire box of Rapier Wasps, and now, we're gonna put him to work." Russel grabs Jaune by the shoulder, who barely laughs in nervousness. "Now, according to one of the essays you wrote for me last week, these nasty things looove sweets." He sees Pyrrha finishing her sap collection, while Peter continues his own from another tree. "I'm thinking it's time we teach them a thing or two." The members of CRDL get up. Cardin offers his hand to Jaune, only to painfully yank him up on his feet and shoves two jars into his grasp. "And you're gonna do it."

"Do what?" Jaune asked him.

"Hit them with the sap!" Cardin ordered him as he leans close to Jaune's face. "Either that, or I'll have a chat with Goodwitch, and you'll be on the first airship out of Beacon."

Jaune looks down at the two jars of sap in his hands and then up at the four grinning teammates waiting to see what happens. Jaune turns towards the group and aims his throw at the oblivious and smiling Pyrrha, and at Peter, who continues to collect sap from a tree, as his spider sense is telling him about what Jaune is about to do to him. _"Come on, Jaune. It's now or never. Prove to me that you'll do the right thing."_ Peter thought to himself as he stands up with a jar full of sap, while also not looking at Jaune. Jaune is trying to steel his nerves and shaking hands to do the deed, but ultimately steels himself for what he's about to do.

"No." Jaune simply said.

"What did you say?" Cardin asked him, wanting to know why Jaune is not doing what he is told.

Jaune grips onto one of the jars he's holding tightly. "I said…NO!"

Peter smiles to himself, as his spider-sense isn't ringing anymore. _"Good job, Jaune."_ He then quickly jumps onto one of the branches without no one noticing, as he quietly jumps from branch to branch to see what Jaune is doing. When he arrives on the branch on top of Jaune and Team CRDL, he is surprised to see that Jaune threw a jar at Cardin, evident with his breastplate covered in sap. Peter silently face palm to himself, _"Darn it, Jaune. You didn't have to throw it at him."_

Cardin looks at himself and laughs darkly, "Oh, you've done it now…" Jaune humorously laughs to himself once more with his hands still raised in an attempt for defense as Dove Bronzewing and Sky Lark grab Jaune's shoulders and pull him in to Cardin so he could punch him down to the ground. Peter flinches as he sees Jaune getting beat up on top of the branch he's sitting on. _"Ouch. That gotta hurt. But still, this is Jaune's fight to win, not mine's."_ Peter thought to himself, even though seeing his friend getting beat up is slowly killing him inside, he knows that this is the only way for Jaune to "man up", to become the leader he's destined to be.

Jaune is pushed back to the ground of the red forest, groaning to himself as he looks up and sees a sap-covered Cardin looming over him. He picks up Jaune and grins while punching him back to the ground. "You know that wasn't very smart, Jauney boy." He said, picking up the bruised Jaune again while the rest of Team CRDL watches. "I'm gonna make sure they send you back to mommy in teeny tiny pieces."

Jaune's head is hanging back. "I don't care what you do to me…" He looks at Cardin with fury in his eyes. "…but you are NOT messing with my team."

Cardin looked shocked for a moment before speaking up again. "What? You think talk like that makes you tough? You think you're a big strong man now?"

Jaune smiles in defiance, as an enraged Cardin roars and raises his fist again, but just as the hit connects, a bright light shines from Jaune, and when the white fades, Cardin is crying out in pain as he holds his hand. Jaune, now back on the ground but completely healed, looks confusedly at his hands as they faintly glow white. Peter, in the branches above, silently, but happily fist pumps to himself, _"Alright! Looks like Jaune's Aura is finally kicking in!"_ He thought to himself. Just then, his spider-sense starts tingling, _"Huh, what now?"_ He thought, turning his head around the area.

While Jaune continues to stare at his hands, Sky Lark kicks Jaune in the back and gets him on his stomach, but he looks up and glares at the approaching Cardin. "Let's see how much of a man you REALLY are…" Cardin started. Just as he said that, a low growl is heard, and a surprised TEAM CRDL turns around and sees a large paw crash onto the scene, belonging to a huge Ursa Major with dozens of jagged spikes sticking out from its wide back.

 _"_ _This isn't good."_ Peter mentally told himself from the branch, as his eyes widen while looking at the huge Ursa. It leaps forward and stands over the terrified students, lifting its head in the air to smell the sap on Cardin's breastplate. It lands back on its forelegs and roars at Cardin while his teammates heroically flee.

"That's a big Ursa!" Russel stated, leaving Cardin alone as the Grimm swings its claws and knocks him sideways, revealing Jaune cowering behind him. The Ursa continues to sniff, uninterested in Jaune follows its nose to Cardin. He watches as it towers over Cardin, who gets his wits and pulls out his mace weapon, only for the monster to swipe it away to Jaune's feet. He looked conflicted, wondering whether to fight or run away.

"I have to help them." Peter said to himself, ready to jump off the branch and kick some Grimm butt. But before Peter could jump off, he remembers Madame Web's words and how Jaune needs to do this alone. After some second thoughts, Peter stay still on the branch that he's crouching on. "No. This is still Jaune's fight. Can't interfere, even in this dire situation." He said to himself, as he continues to watch the battle from above the ground.

Meanwhile, the roar of the giant Ursa is heard by the other members of Team RWBYP and Team JNPR, who are still collecting sap on the other side of the forest.

"Did you guys hear that?" Ruby said concerned as she gets up.

Suddenly, the remaining members of Team CRDL are seen running the other way from the roar through the other students. "Ursa! Ursa!" Russel said looking back as he accidently runs into Yang.

"What?!" Yang said, completely unfazed by his collision. She then proceeds to pick him up by the front of his shirt. "Where?"

Russel struggles to get out of her grasp, but it's no use. "Back there! It's got Cardin!" He points back to where he came from.

"Jaune!" Pyrrha said in worry as she drops the jar of sap.

"Where's Peter?" Blake asked, turning her head around to see if Peter is still with the group.

"He's not here!" Weiss answered. "You don't think…" She said, now worried for Peter's safety.

Ruby decided to take command. "Yang! You and Blake, go get Professor Goodwitch!" Yang drops Russel, as she and Blake nod before following her orders.

"You two, go with them!" Pyrrha ordered Ren and Nora as she and Ruby activate their weapons. "There could be more!"

Back with the giant Ursa, Cardin is attempting to run from it, but it leaps over its prey and claws him away. He tries to get up and crawl away. "Crap! Crap, crap!" Cardin said as he gets up.

Peter continues to observe the battle from above the branch as he notices Ruby, Weiss, and Pyrrha running up to the battle on his left. "Oh no!" Pyrrha said.

The four of them watch as the Ursa leans over the helpless victim, raising its paw and swiping it down, only to be blocked by Jaune's shield. He struggles to defend a stunned Cardin from its attempts to lean on him, but Weiss lifts her rapier as she prepares to go help.

"Wait!" Pyrrha stopped Weiss.

Jaune takes out his shield from the Ursa's paw and slashes at its stomach, causing it to lash out and try to crush him. He rolls out of the way and jumps over its swipe at his feet, but he is unprepared for when it launches a claw at him in midair. He lands far away, yet is immediately back on his feet and passing Cardin as he charges again. The Ursa knocks Jaune behind it when he tries for a leaping attack, and he looks at his Scroll in his shield to find out that his Aura level is in the red. He grows angry again and starts to run at the Ursa as it also begins to dash towards him.

As they are about to clash, Pyrrha sees that Jaune has left himself completely open to the Ursa's attack, and lifts her hand out to him, gathering dark red energy in her arm. Just as the Ursa is about to hit him, the glow surrounds Jaune's shield and makes it lift up to block the swipe. Jaune uses the surprise defensive move to lean on the ground, push his shield back up, and swing his blade right through the Ursa's neck. The head falls to the ground as the body slams onto the ground.

 _"_ _What in the…"_ Peter mentally told himself in confusion.

Ruby sees that Pyrrha's hand stopped glowing as she smiles, "Uhhh…What?"

"How did you…?" Weiss asked amazed.

"Well, Ruby has her speed, you have your glyphs. My Semblance is polarity." Pyrrha explained herself to the two, with Peter being able to hear it from the branch above.

"Whoa, you can control poles…" Ruby said amazed, but is wrong about the poles.

"No, you dunce! It means she has control over magnetism!" Weiss corrected her annoyed at her ignorance.

"Magnets are cool, too…" Ruby whispered, still impressed.

 _"_ _So Pyrrha is also Magneto. Wonder if she could lift a bridge with her power."_ Peter mentally told herself as he and Weiss notice that she is leaving.

"Wait, where are you going?" Weiss asked her.

"Yeah! We gotta tell them what happened, as well as look for Peter!" Ruby reminded her.

"We could…Or perhaps we could keep it our little secret?" Pyrrha said, as Ruby and Weiss smile to each other in understanding. "As for Peter, I'm sure he's fine. He's probably a lot closer than we think." She said as she looks up at the branch Peter is crouching on. Peter notices this and smiles at her, with the redhead smiling back in response.

As the girls leave the area, Peter turns his head to look back at the bruised Jaune as he sheathes his weapon before going over to Cardin, who is still covered in sap, as he looks up as his savior offers a hand. Cardin smiles as he takes it and is lifted back up on his feet.

"Holy crap, Jaune!" Cardin said, impressed on how awesome Jaune was at kicking that Grimm's butt.

"Don't _ever_ mess with my team- my friends- _ever_ again." Jaune threatened Cardin as he stares him dead in the eye. "Got it?"

Cardin looks intimidated, possibly even apologetic. With his order spoken, Jaune turns and walks away from a frozen Cardin.

"Good job. I'm proud of you, Jaune." Peter said as he observed Jaune walking away. "I guess I should thank Madame Web too, but she has a big enough head already." Peter said to himself as he leaps from tree branch to tree branch. What he doesn't see is Madame Web's face forming on one of the trees with a smile plastered on it.

* * *

Later that night, on top of the dorm building, a uniformed Jaune stands on the edge and looks into the distance at the green lights of Beacon.

"No Cardin tonight?" Pyrrha asked him as she walks to his side. "I thought you two were best buds?"

"Pyrrha…" Jaune started as he turns to her. "I'm sorry. I was a jerk! You and Peter were only trying to be nice, and…I had all this stupid macho stuff in my head-."

"Jaune! It's okay!" Pyrrha stopped him from talking. Both of them smiles at each other, "Your team really misses their leader, you know." She begins to walk back to the exit. "You should come down! Ren made pancakes! No syrup, though- you can thank Nora for that!"

Jaune smiles at her lovely attitude, but holds out his hand and calls out to her, "Wait!" Pyrrha stops and turns around, while Jaune looks sheepish. "I know I don't deserve it after all that happened, but…would you still be willing to help me…to help me become a better fighter?"

Pyrrha turns around so a worried Jaune won't see her satisfied smile. She goes up to Jaune and suddenly pushes her leader to the ground. "Hey!" Jaune said in a whining tone.

Pyrrha stands over him with her arms on her hips and an evaluating tone," Your stance is all wrong. You need to be wider and lower to the ground." She offers him her hand, who gladly accepts it, and they continue to hold on to and grin at each other." Let's try that again." She then slightly turns her head to the left, "You can join too, Peter!"

"Peter?" Jaune said confused.

Suddenly, they both see Peter jump down from the rooftop as he gets up. "How long did you know I was here?" He asked the smiling Pyrrha.

"I heard your stomach growling." She answered him, as Peter rubs his stomach.

"Well I can't help it when I hear pancakes. That stuff sounds really good right about now" Peter said, causing Jaune and Pyrrha start to laugh, as he shyly rubs his head with a smile.

Pyrrha stops laughing and looks at Peter. "Anyways Pete." She started, catching his attention. Thanks… for all your help."

"Yeah. I don't know what we could do without you." Jaune added as he walks up to Peter and the two give each other a bro-fist.

"Hey. We fellow victims of bullies need to stick together. Especially if it helps us get beautiful girls to notice us." Peter said, causing Pyrrha to blush from behind Jaune.

"Uh, what does that mean?" Jaune asked in confusion.

"I'll tell you later." Peter said. He then looks at Pyrrha, as her blush disappears. "So I can join this training session with you guys?"

"Only if you don't come late like you do with class." Pyrrha said with a smirk.

"No promises." Peter said as he scratches his head.

Pyrrha slightly giggles for a second. "Well, if you do show up, I'll help you unlock that Aura of yours."

"You're still interested in my Aura?" Peter asked her.

"Of course!" Pyrrha replied excitedly. "Professor Goodwitch said that yours is unique. Who knows how crazy powerful you could become when you do unlock it."

"I'm actually pretty interested too." Jaune responded.

"Hm, might as well." Peter agreed so Pyrrha can help him unlock his Aura. "It would be pretty embarrassing if everyone else has an Aura and not me. Heck, even Jaune here has an Aura and that's not right." He points at Jaune.

"What does that mean?" Jaune asked in a whining tone.

Peter and Pyrrha start laughing at his expense, with Jaune joining in on the fun as they all laugh during the night sky.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Goblin:** ** _I…am the Green Goblin. Merlot told me that if we want to simultaneously infect the entire multiverse with the OZ formula, I need to get parts from the Schnee Dust Company Building at Atlas, but they are heavily protected by this world's military. These fools remind me so much of S.H.I.E.L.D., and because of that, they will feel my wrath! I DON'T CARE WHAT THEY THROW AT ME: ANDROIDS, GIANT MACHINES, THAT LADY FROM THEIR SPECIAL OPERATIVES UNIT! THEY ARE NOTHING TO ME! I WILL DESTROY THEM ALL!_**

 **** **Next time on Spider-Man: Battle for Remnant:**

 ** _The Goblin's Wrath_**

 **Goblin:** ** _I DON'T CARE IF YOU ARE THE DAUGHTER OF THE SCHNEE COMPANY! YOU WILL BURN JUST LIKE THE REST OF THEM!_**

* * *

 **KFX here: We're going back to Goblin for a chapter, and man will he do some damage when we meet with him again. As you can probably guess, he'll be fighting Winter Schnee next, and I'm sure most of you are smart enough to know who will win that fight. Prepare for a doozy, because the Goblin is visiting Atlas next time, going up against their military.**


	23. Vol 1 Issue 20: The Goblin's Wrath

_Vol 1 Issue 20: The Goblin's Wrath_

It's a dark and stormy night at the Kingdom of Mistral. The sky is crackling with thunder as a man is walking down on a dirt road as he approaches a train station alone. This man is named Hazel Rainart, another member of Salem's inner circle. He's a large, muscular man with short brown hair, a beard, and hazel eyes. He wears a two-tone olive green coat over a black 3/4 sleeve shirt, and a large belt. His pants are black and his boots are brown with white fronts. His hairy arms appear to have some scars near the edges of his sleeves.

 ** _"_** ** _Who would've thought that there would be more of you in this kingdom?"_** A voice said, who seems to be really close to Hazel as he stops walking in place.

"Who's there-!" Hazel asked as he turns around. Suddenly, something or someone grabs him by the throat, as his vision is whited out as he proceeds to be beaten relentlessly until he lies down on the ground, mortally wounded.

As Hazel coughs out a lot of blood, he slowly turns his head to see a monster, covered in a cloak, that brutally beat him up. **_"Raging Demon."_** The monster told the beaten, laid down Hazel. **_"It's a move I've picked up from a visitor who came to my world recently. How did you like it?"_** He smiled as he asked the bloody Hazel.

Hazel slowly gets up, even though the pain he's feeling is excruciating. "Who…" He coughed out more blood. "…are you…"

The monster lets out a big grin under his hood as fires up his fist and immediately punches through Hazel in the gut, leaving a gaping hole where his heart was. "Aaaaaahhhh…" Hazel fell to the dirty ground dead.

 ** _"_** ** _Heeeeeh."_** The monster continued to grin as he takes a DNA sample from the dead Hazel. After he has done that, he snaps his fingers, causing the body of Hazel to burn up until there is nothing remaining of him. **_"That takes care of him."_** The monster said as he uses his finger to touch his earpiece. **_"Hellcarrier, this is the Goblin. Bring me a LMD at once for our dead friend here."_** The hooded Green Goblin ordered his men from his flying fortress.

"Right away, master." One of his Goblin Gang soldiers answered him. "By the way, master, Dr. Merlot wants to talk to you about something. It seemed urgent." He told his master.

 ** _"_** ** _Fine, put him through."_** Goblin said as he hears Merlot's voice coming through. **_"This better be good Merlot. I'm already losing time on infecting the White Fang of Atlas now. So, what's the deal?"_** He said in a sinister tone of voice.

"M-Master Osborn." Merlot said, a bit terrified after hearing Goblin's sinister tone. "It's about the Dimensional Transporter, sir."

 ** _"_** ** _Yes, what about it? Don't tell me you blew it up. Because if you did, I swear I'll cut off your head and feed it to the Grimm."_** Goblin threatened him, causing Merlot to gulp from the other line.

"N-No! The development of the Dimensional Transporter is going fine." Merlot told him.

 ** _"_** ** _Good. We need that thing up and running if we plan on conquering the other dimensions with the OZ formula. So why have you called me?"_** Goblin demanded to know the purpose of the call.

"Actually, Norman, I actually have a better way to infected the other dimensions with your formula, one that could allow us to infect them all simultaneously." Merlot told him, getting Goblin's interest.

 ** _"_** ** _ALL of the dimensions? That definitely sounds like a good idea, doctor. So, how do you plan on doing that?"_** Goblin asked in the rainy train station.

"I need a specific power cell that would help me boost the capabilities of the ISO-8 that would allow the Dimensional Transporter to access multiple dimensions at the same time." Merlot explained the plan to him. "And the only place where I can get that power cell is at the Schnee Dust Company headquarters at Atlas."

 ** _"_** ** _So, you want me to break into their headquarters and bring you that power cell?"_** Goblin summarized the plan, and then lets out a small laugh. **_"Heh, this sounds too easy."_**

"Are you sure, Norman?" Merlot asked him, thinking he's a bit over his head. "Their main headquarters, and especially their power cell, is heavily guarded by the Atlesian military. You would be up against hundreds of androids, human soldiers, and even mechanized battle-suits. There is a reason they are regarded as the world's strongest military power."

 ** _"'_** ** _World's strongest military power?'"_** Goblin begins to laugh as if it was a joke. **_"I went up against my world's military force and they didn't stand a chance! I even destroyed and took over their giant airship! If these fools are anything like S.H.I.E.L.D., then they will be destroyed!"_**

Goblin sees that the LMD for the deceased Hazel has arrived. **_"Don't worry, Merlot. Once I infect the White Fang of Atlas, I'll get you that power cell of yours. Nothing will stand in my way of ruling over the multiverse. NOTHING!"_**

* * *

So after arriving at the Kingdom of Atlas later that night, Goblin quickly infects all of the White Fang in the Kingdom without anyone noticing a thing. He then slowly makes his way to the main headquarters of the Schnee Dust Company. **_"The Schnee Dust Company…"_** Goblin said to himself as he walks through a dark forest as he makes his way to their headquarters. **_"They are known to be one of the largest producers of Dust on this world. They almost sound like my Oscorp company, best known for being the leading company in the chemical business. It's because of that company is the reason why I am what I am today…and Spider-Man."_** He said that last one in anger.

After walking a bit, he finds himself next to the huge Schnee Dust Company headquarter in Atlas. Goblin stares at their huge headquarters as he also notices a bunch of Atlas troops guarding the place. **_"It's not just this company and Oscorp that are so similar. These 'Atlesian Military' trash. They remind me so much of S.H.I.E.L.D, my pure hatred, undenying hatred for them, especially Fury."_** He clenches his fist tightly just as he said the Director of S.H.I.E.L.D.'s name. **_"Fury…"_** He said his name again in a more sinister tone. **_"He and his military force locked me up, trying to find out the secrets of my OZ formula. But they don't deserve it. They don't deserve of what I've created; of what I'VE become."_** Goblin starts lighting up as his entire body and cloak glows an orange, fiery color. **_"He and his military will burn once my plans have come to fruition, just like what this world will soon learn! They are nothing to me. THE MILITARY OF THIS WORLD ARE NOTHING TO ME!"_** He then jumps high into the air and heads start for the main building. **_"I..AM THE GOBLIN! AND NO ONE WILL ESCAPE MY WRATH! NO ONE!"_** He crashes down to one of the lower levels in the building, causing the alarm to go off.

 **BGM- Marvel vs Capcom 3: Fate of Two Worlds - Theme of Dormammu**

A few Atlas soldiers and a dozen of Atlesian Knight-130 android soldiers approach the dusty crater of where Goblin landed in the headquarters. "Put your hands up where I can see them!" One of the human soldiers shouted at him behind the dust. As the Dust starts to clear up, the soldiers see a pair of orange eyes from inside the smoke. "What the…What is that?!" One of the soldiers shouted as he is suddenly impaled by the Goblin's claws.

All the soldiers in the area start immediately shooting at the hooded monster, but the bullets bounce off of him like they are rubber balls to him. Goblin then begins to brutally destroy them all by throwing fire balls at some of them and use his Earth Dust powers to crush a couple more. **_"Heeyrrraaaaaahhhh!"_** Goblin roared as loud as he could in a rage as more soldiers start to approach him. **_"Time for a massacre! HAHAHAHAHA!"_** He laughed as he surrounds himself in a fiery, inferno bubble that completely envelops his body. He then uses his incredible speed to charge through all of the soldiers with his fire tackle, killing all of them once they come upon contact of him. **_"If I have to guess, the power cell that Merlot needs is somewhere in the bottom floors."_** Goblin said to himself as he runs through hallway he's in now with his fire aura, destroying everything in his path. **_"If that's the case, I might as well enjoy myself."_** He starts laughing maniacally as he destroys everything, causing multiple explosions that can be seen and heard from outside, catching people's attention.

The Atlas military in the building tries to hold back Goblin, but their efforts prove to be useless as he kills them all in a blink of an eye. After rampaging through the current floor he's in, Goblin stomps his way to the next bottom floor, where the massacre continues. People that are currently working in the building are screaming in terror as Goblin mercilessly burns them all as he enjoys himself. Even dozens of Atlas Androids are powerless against the Goblin, as they try to form a blockade in front of him, but Goblin uses his Gravity Dust to push them back to the ground, as he runs over their bodies, destroying them in the process.

* * *

Outside the building, high in the sky is an Atlesian Airship, a titanic military aircraft used by the kingdom of Atlas. In the bridge of the aircraft, a couple of the human soldiers are navigating the ship and operating the main communication systems to get in contact with the people inside. Standing next to them is leader of the Atlesian military, General James Ironwood. He wears a white overcoat, with a gray undercoat, black sweater, a red necktie, and a white glove on his right hand. His suit pants share the same color as his overcoat and are tucked into silver boots accented in gray.

"General Ironwood." One of the soldiers said, getting his attention. "It would appear that the enemy is moving deeper and deeper in the main building, sir."

"Do you have visual on who we are dealing with here?" Ironwood asked the solider.

"Negative. All the cameras in the building are down. We couldn't get visual." The soldier responded to him. "Whoever this enemy is, they are taking down are soldiers with no time to waste. Nothing seems to be slowing him down."

Ironwood slightly growls to himself in anger. "We have no choice then." He looks at the solider he was talking to. "Send in two of the Atlesian Paladin-290! NOW!"

"But sir, they are still in the prototype phase!" The soldier argued back at him. "They're not ready!"

"I know that, solider. But if we want to defeat this threat, we need to give it all we got. Now, deploy them!" Ironwood ordered.

"YES SIR!" The crew in the bridge agreed with him as they begin to send out two mechanized battle suits.

* * *

Back with the Goblin, he is currently enjoying himself as he tears through each floor while looking for the power cell. **_"AAAAHAHAHA! These Atlas Military punks are even more pathetic than S.H.I.E.L.D.! At least they put up SOMEWHAT of a fight!"_** He continues laughing as he lands on another bottom floor. **_"Huh?"_** Goblin said, as he notices two giant, mechanized battle suits landing next to him. **_"HA! If they think these Hulkbuster rip-offs are enough to beat me, then they are sadly mistaken!"_** Goblin sticks one hand to the ground before he leaps to the air as the battle suits start shooting their double-barreled guns at him, but they miss as he punches through two of them and lands back on the ground as they fall down and explode. **_"Heh. Too easy."_** Goblin said, as he continues to laugh uncontrollably as he gets closer and closer to the floor of where the power cell is located.

* * *

"Sir, the battle suits have just been completely destroyed!" A soldier told Ironwood in the aircraft.

"WHAT?!" He slams his fist on the railing.

"Sir! It would appear that the enemy is now at the main lab at the underground floor of the building!" Another soldier told him.

"If that's the case…" Ironwood picks up his Scroll and calls someone. "Schnee! It's your turn! Take care of the enemy! And I don't care if you have to kill whoever is attacking!" He ordered through his Scroll.

"On it, general." A female voice said through the Scroll as she hangs up.

* * *

After crashing through many floors, destroying everything in his path, Goblin has finally made it to the bottom, underground floor where there are power cells ready to be taken. **_"This must be the place."_** Goblin said to himself as he enters a large lab. He walks up to one of the crates that contains a small, red power core. **_"This must be it. Better teleport it to Merlot right away."_** Goblin uses his ISO-8 powers to teleport the power cell to Merlot.

"Hold it right there!" A female voice orders the hooded Goblin from behind his back.

 ** _"_** ** _Hmmm. Who dares interrupt me?"_** Goblin asked as he turns his body around to see a tall young woman, with white hair and stale blue eyes. Her hair is tied up in a bun at the rear left corner of her head, causing her bangs to fall towards the right side of her face, leaving a small curled lock of hair that reaches below her left ear. Her attire is blue, white and gray colored, which consists of a white coat with a red brooch, exposed upper arms and black gloves. Her pants have garters incorporated into them.

 ** _"_** ** _Are you more of those soldiers that think they could beat me?"_** Goblin laughs at the thought, but the woman doesn't seem to be in the laughing mood.

"No. My name is Winter Schnee, a specialist in the Atlesian Military's Special Operatives Unit." Winter introduced herself. "And you monster are coming with me, dead or alive." She points her sword at the Goblin.

 ** _"_** ** _Winter Schnee."_** Goblin said. **_"So you are one of the daughters of this company, and yet you are part of the military. Fascinating."_** He grinned from under his hood. **_"But I don't have time to ask any more questions. So leave…or I'll strike you down at where you stand."_** He said in a sinister tone, pointing his hand at Winter, ready to shoot fire at her.

"Enough!" Winter shouted at him as she gets ready to charge at him. "What you did today will not go unpunished! And I will make sure you will pay for all the destruction you have done!"

Winter uses a glyph to help speed herself up, as she dashes at Goblin at tremendous speed as she gets ready to thrust her sword at his chest. Underneath his hood, Goblin smiles, just as Winter was about to stab him, he uses his powers to teleport the two of them elsewhere.

* * *

In a forest far from the Schnee Dust Company building, Winter lands in the hard ground of the forest. "What the?!" She looks around her surroundings, wondering how she ended up in the forest. "How did I get here?"

 ** _"_** ** _My powers brought us here, weakling. Powers that are beyond your comprehension."_** She turns her head to see Goblin standing across from her. **_"And it will be my powers that will end you. So, prepare yourself…"_** He told her, as she gets into fighting position. **_"Because you are not leaving this forest alive. Hyyyrrrrruuuaaaahhhh!"_** He roars as he starts charging at the prepared Schnee, unaware that she is largely outmatch.

 **BGM- Ultimate Spider-Man Game- Venom Fight 1 (Track 9)**

Goblin starts charging at Winter with a fireball, but she easily deflects it with her sword. Unfortunately, that was enough of a distraction for Goblin to teleport right next to her and backhand her to his right, smiling as he looks at her roll over in the ground, but she quickly gets back up ready to begin a counter assault. Both of them now start charging at each other, trying to slash and attack at one another at incredible speeds that would be too fast for the normal human eye. Goblin tries to swipe at her with his claws, but she counters them with her own sword slashes. At the right moment, Winter was able to dodge a claw swipe and stab Goblin in the heart. She smiles to herself for a moment, only for her to get punched in the face and into a nearby tree by the Goblin. **_"Hahahaha! Was that your best?"_** Goblin asked in a mocking tone, as he takes out the sword from his chest and throws it at Winter, who was able to dodge it at the last moment.

As she quickly regains her sword, she sees Goblin in the air about to crash down to the ground as if he is a meteor. Winter dodges out of the way before he could make contact. As Goblin slowly gets up from the small crater he made, he turns to his right to see Winter. He smiles as he produces fireballs from his hands. **_"Let's see how you can take the heat."_** He said as he proceeds to throw multiple fireballs at Winter. She has a surprised look on her face before getting serious, as she quickly opens up the hilt of her weapon to reveal another sword. Now with two swords in her hands, Winter proceeds to deflect all the rapid firing fireballs with her dual-wield swords at high speeds. Even though she is able to deflect all the fireballs flawlessly, Goblin isn't the least worried, as evident with his smile. **_"Are these too slow for you? Then let me speed things up a notch!"_** He yells out, now going full speed as his fireballs are coming out at lightning speed. Unable to keep up with the increase speed of the fireballs, Winter starts to take some fireballs to the face and body, damaging her.

 ** _"_** ** _HE HEHEHEEHEHE!"_** Goblin laughs insanely as he quickly dashes in front of Winter, delivering a ruthless punch to the gut, causing her to cough out blood. He then rapid fire punches at her chest, with each punch hurting just as much as the last one, before he uppercuts her to the sky in an arc like fashion. Goblin laughs again as he leaps high in the sky to chase after her. When he closes to her, Goblin punches her hard back to the ground, creating a huge crater upon impact. "Uhhh…ugh…" Winter slowly gets up, but is met with the looming shadow of the hooded Goblin in front of her. **_"HYRAAAAAAAAHHH!"_** He roars in front of her laying body. Winter was able to use her glyphs and project them on her feet, as she kicks Goblin a few feet from her. As she breaths heavily, Winter managed to get on her two legs as she holds onto her sword. She then sees the Goblin back up on his feet with a smile on his face.

 ** _"_** ** _I've let you live long enough!"_** Goblin forms a small, fire orb around both of his hands. **_"Burn to cinders! Chaotic Flame!"_** He fires a wave of fire right at Winter, and with the help of her glyphs, moves out of the blast radius as it destroys dozens of trees and rocks in its path.

"Urgh…" Winter gets up from the ground as she turns around to see the damage, "What the…" She is completely shocked when she sees that Goblin created a crater through the forest as far as the eyes could see. She then looks back Goblin, who just stands there with a smile on his shadowy face. "Just what am I facing here tonight?" She asked herself, with a hint of fear in her voice.

 ** _"_** ** _You are not unlike an ant, fighting the sun."_** Goblin said to her as he slowly walks up to her. **_"Now kneel before me or suffer the consequences."_**

"I will not kneel… before the likes of you!" She said as she uses her Semblance to summon a dozen of full size Arma Gigas Grimm, now rocking a white-blue coloration and emit a soft glow.

Goblin stops walking in his tracks, **_"Huh?"_** He is interrupted as one of the summoned Arma Gigas grabs him with its arms and brings him close to his chest, with no way to escape. **_"W-What?! What did you do?"_** He asked the Schnee solider.

Winter smiles as she walks closer to the captive Goblin. "I used my Semblance to summon glyph versions of enemies that I've fought in the past. This one in particular is called the Arma Gigas. Very powerful and very hard to damage." She said as she stands confidently next to the Goblin. "So, while we wait for my superiors to arrive, let's see what you look like behind that hood."

Just when she was about to take off his hood, Goblin starts to laugh, causing her to back away a bit. The other Arma Gigas start to guard her as she gets into fighting position. **_"Nice trick. Very impressive. Maybe I should do the same thing as well."_** Goblin smiled behind his hood.

"What?!" Winter shouted, thinking he's crazy that he could pull off the same technique. Unfortunately for her, Goblin is crazy and can actually do it.

 **BGM- Dragon Ball Super OST- Frieza is Resurrected**

 ** _"_** ** _Haaaaaaaaaaaaaahh!"_** Goblin screams at the top of his lungs as he transforms into his Primal Form, surrounding himself with fire and red magma coursing through his body. With this power, Goblin was able to break free from the Arma Gigas' grasp. He lands on the floor, as some of the fire from his body starts to separate from himself. It then floats next to him as it starts to form a shape. Winter looks in horror as the fire starts to form that of a Grim Reaper, with a scythe in its hand and two glowing eyes in the shadowy face. **_"Welcome, my Goblin Reaper."_** Goblin said to his own personal summon. **_"Now, bring judgement upon these fools who dares to oppose me."_** He points to the Arma Gigas. As the dozen of glyph Grimm start to charge at Goblin, his Goblin Reaper twirls its scythe in the air before slashing off all of the heads of the armored knights. They all disappear, leaving a terrified Winter slowly stepping back. "T-This is impossible. No one should exist with this kind of power." She said in total fear.

The Goblin Reaper sees her backing away as it creates a scythe air slash at her, causing her to get knocked to a nearby tree. Goblin laughs to himself as he powers down and walks up to Winter, holding her by her hair bun as he grins right up close to her face. **_"Like I said, you are not unlike an ant, fighting the sun. Now…it is time for you to suffer."_** Goblin starts using his Electric Dust powers to electrify Winter to the core, causing her to scream in agony. **_"Yes! Let me hear your screams! Knowing that you are powerless against me!"_** He starts to laugh as he continues to shock her in pain. Just when he was going to finish her off, he notices the Atlesian Airship in the sky above him, possibly looking for him and Winter. He immediately drops Winter to ground, beaten and unconscious. **_"It would seem that I won't be able to kill you today._** Goblin starts walking away as his Goblin Reaper disappears. **_"But I'm sure being electrified from my enhanced powers to someone so weak would leave some nasty side effects to your blood."_** He said with a laugh as he teleports away in a fiery fashion.

A few minutes later, General Ironwood and some Atlas Soldiers were able to find the unconscious, slightly burnt, and bruised body of Winter on the ground. Ironwood was the first to run to her aid. "Schnee, wake up! Winter!" He shouted at her, but gets no response. He listens to her heartbeat, weak, but still pumping. "She's still alive." He then looks at one of the soldiers. "We need to get her to a hospital. NOW!"

"Yes sir!" The soldier said, as they help Winter get back onto the airship to get her to the nearest hospital.

* * *

The next day at Beacon, Team RWBYP, except for Peter, are walking through the courtyard in the afternoon. "Has anyone seen Peter?" Blake asked the group. "I haven't seen him since last night."

"Doesn't he always disappear every night. I mean the guy is really busy you know." Yang responded.

"But he wasn't in three classes today, and he hasn't called since." Blake added.

"Maybe he's at the lab again doing whatever he's doing." Weiss said.

"Hmm, probably. Me and Peter were pretty busy working on new versions of my gauntlets yesterday." Yang said with a laid back smile. "Maybe he's working on them without me noticing."

"But he's not answering his Webware." Blake said, trying to call Peter but it goes to voicemail. "I'm a bit worried."

"What about we go check on him and find out." Ruby said as they all start running to the lab where Peter usually works in. Ruby opens the door, "Peter, are you here?" She asked as she enters the door but she doesn't see Peter anywhere.

The rest of the team enters the room. "That's odd. This place looks like it's been used, but there's no sign of Peter." Weiss stated, as they start looking around the room.

"Peeeter, where are you?" Yang said as they look around the room.

Ruby walks up to the back of the counter of where Peter usually sits behind. "Peter, are you he-Huh!" She stops on her tracks as she looks worried. "Peter!"

"Huh, where?" Blake asked, as the rest of them head towards Ruby's direction. They all stop as they have a shocked looked on their face as they see Peter lying unconscious on the ground.

"Peter, Peter! Get up!" Ruby shakes him, but he doesn't seem to flinch.

The rest of the team come to Peter's aid. "Peter, come on! Are you okay?" Yang shouted as they all try to wake him up.

They all start to panic and worry until they hear a slight groan of pain from the unconscious brunette. "He's okay!" Weiss said relived.

"But he's still weak and unconscious, not to mention a bit pale." Blake said as she puts her hand over Peter's face, cold and weak. "We need to get him to the school's nurse, now!"

"Right, come on girls." Ruby said, as they help the unconscious Peter get up. Blake and Yang put his arms over their back as they help him get to the school nurse.

"I hope Peter's alright." Weiss said with concern.

"Come on. Let's catch up with the others." Ruby said to her. Weiss nods her head as they catch up to the others.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. Ow, my head. What just happened?**

 **Ruby: Thank god you're okay, Pete. What happened to you?**

 **Weiss: No time for that! Peter, I need your help! My sister, Winter, she's suffering from a strange illness that no one seems to know how to cure it! Please Peter, help me out! You're the only one that I can rely on!**

 **Peter: Don't worry, you can't on me. I'll do whatever it takes to help your sister, even it means I have to confront your scary dad to do so.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Peter to the Rescue_**

 **Peter: If I have the power to help someone, I will. I'm not gonna make the same mistake I did with Uncle Ben.**

* * *

 **KFX here: Destruction. Total Destruction. Thankfully I wasn't crazy enough to have Goblin kill Winter. I'm not THAT heartless. Anyways next chapter Peter goes to Atlas with Weiss to help find a cure for Winter. He'll also meet her father too, who is sort of like Norman Osborn if you think about it. How will Peter confront Weiss' dad, and will he be able to cure Winter? The answer? Wait until next chapter. Oh, and about what happened to Peter, that will get address somewhat next chapter. BUT, if you are familiar with Spider-Man lore, this sort of situation is familiar to you. I won't say which story arc I'm referencing, but it is an important one. It'll probably become more obvious as we go through the story.**


	24. Vol 1 Issue 21: Peter to the Rescue

_Vol 1 Issue 21: Peter to the Rescue_

"Ughhh…" Peter muttered to himself.

"Hey look, he's waking up." He hears a voice next to him, which sounds like Ruby.

Peter slowly opens his eyes as he looks around to see that he is lying on a bed in some sort of room. "Where…am I?" He asked himself as he gets up from the bed.

"Peter! You're awake!" Ruby shouted as she happily hugs Peter, catching him off guard.

"Agh! Ruby, what are you doing?" Peter asked while trying to escape her hug.

"Nice to see you up and about, Pete." Peter turned to see Yang, Blake, and Weiss standing next his bed. "How was your sleep?" Yang said with a smile.

"How did I get here?" Peter asked them as Ruby let's go of him.

"We found you back at the lab unconscious when you didn't come back last night." Weiss answered him. "We immediately brought to the school nurse when we did. You've been here for like two hours."

"Since last night? Seriously?" Peter said, can't believe that he was out since last night.

"Yeah. We were pretty worried for ya." Blake said. She then lets out a small smile. "Weiss and Yang were the ones worried the most though. Always asking if you'll be okay every five minutes."

"NO WE WEREN'T!" The two of them immediately retorted at her, causing Peter and Ruby to laugh to themselves a bit.

They then hear the door opening to reveal the school nurse coming through. "Ah, it looks like Mr. Parker is up and about I see." She said as she enters the room. "How are you feeling, Mr. Parker?"

"Besides the small headache I still have, I'm okay." Peter said as he rubs his head.

"Okay…" The nurse said, as she moves on to the next question. "So, do you remember falling unconscious last night? What were you doing in the lab?"

All eyes were at Peter as they've been asking themselves that same question. "I was actually making some adjustments to my Webware, just some small updates and stuff, so I had to restart it after I was done with it." Peter started his explanation.

"That explains how we weren't able to contact you lately." Blake said, as she tried to call Peter but he wouldn't answer.

"Anyways, just when I was about to head back to the dorm, I suddenly had this massive headache, the kind that could physically kill you." Peter said, remembering the pain he was feeling.

"Really?" Ruby asked, now more curious about his condition.

Peter nodded to her question. "Yeah. It almost felt like my brain was about to explode. Just when I couldn't handle it anymore, I just collapsed on the ground."

"Hmmm…" The nurse muttered, trying to process all she has heard. "Never heard of that kind of condition." She looks at Peter again. "Has this happened before by any chance?"

"Actually, yeah it did. Twice, actually." Peter answered her.

"Really? Do you remember when?" Weiss asked him.

"Yeah. The first time was when I first arrived at Beacon on the airship that took us here. The second time was around the time that Mistral explosion happened." Peter answered.

"Hmmm…" The nurse puts a finger to her chin, trying to come up with answer for his strange headaches. "I'll have to run a blood test. Check your DNA to see if I could find anything that could be the problem with you."

"Sure, why not. Just not try to clone me or anything." Peter said as the nurse takes a blood sample.

"Why would anyone want to clone you?" Weiss asked as she folds her arms. "One of you is already enough."

"For once, I agree with ya." Peter agreed with her. He then looks at the nurse who is holding his blood sample. "So, how long will scanning my DNA will take?" He asked the nurse.

"Not too long. Probably in like 10 minutes or so." The nurse answered him. "Just stay put and this should be over soon."

"You're the nurse." Peter shrugged from his bed as the nurse leaves the room.

"We should probably head back to our dorm now that you're okay." Yang said as she, Ruby and Weiss start leaving the room.

"I'll stay here to keep an eye on him." Blake suggested to the rest of the team.

"Why? I can handle myself." Peter argued as he gets up from the bed, only for him to fall off to the floor in pain.

Blake sighed as she shakes her head. "I'll see you girls back at the dorm." She told the rest of the team as she helps Peter up.

"Thanks Blake." Ruby said as she, Yang, and Weiss leaves the room.

"Are you always this clumsy?" Blake asked Peter as she helps him get back in bed.

"Only when I feel like embarrassing myself, which is probably all the time." Peter replied.

The two of them sit on the bed wondering to themselves what to talk about to pass the time. "So, your headaches…" Blake started the conversation, catching Peter's attention. "Were they, by any chance, related to your spider-sense by any chance?" She asked him.

"Yeah, I think so anyways." Peter answered her. "But, it never reacted like this way before, not to the point where it feels like my brain was about to explosion."

"Maybe it's because it's reacting to some big threat." Blake said.

"What do you mean?" Peter asked her.

"Well, from what you confessed, these 'headaches' happened whenever something major happens here." Blake started. "I don't know what happened that caused your first headache to happen, but the second one happened just when we heard about the explosion that took out ¼ of Mistral. And the third one occurred when the Schnee Dust Company Headquarters was attacked last night."

"Whoa, whoa, wait!" Peter stopped her. "The main headquarters of the Schnee Dust Company was attacked?!" He asked urgently. "How's Weiss handling this?"

"She's doing fine." Blake answered her. "We just heard about it on the news when you were unconscious, but Weiss seemed more worried about your condition than what happened back at Atlas. Thankfully there weren't any major casualties. Most of the people that were killed were just Atlas androids."

"Still…" Peter frowned as he feels bad for the humans that did die. "Those poor people. Wished I was there to do something to help them."

Blake puts her hand on his shoulder. "Just be glad the majority of the people there survived thanks to the Atlas Military, but back on topic…" Blake said, switching the topic back to Peter's condition. "Your spider-sense triggered your headache whenever a big occurrence like this happens. Do you know why?" She asked him with concern.

"Not really, no. It usually never triggers unless the danger is close by me" Peter answered her. "But…it's odd." He started, getting Blake's attention. "Each time my spider-sense starts to go critical, something about the danger seems awfully familiar somehow."

"What do you mean?" Blake asked him with curiosity.

Well, sometimes I've been having these weird dreams, nightmares to be exact." Peter started as he looks up into the ceiling.

"Nightmares?" Blake raised an eyebrow but continued listening.

"Yeah." Peter looked down and faced Blake in the eyes. "They usually involved the city being on fire, and this…monster standing next to me." Peter continued explaining his dream. "The monster looked like to be a Grimm, but…I don't know. It almost felt familiar to me, like I've met it before. And each time I try to think about who it is, I immediately stop, thinking that whoever that monster is I wouldn't like what I find out. It's almost scary whenever I think about it." He finished explaining, rubbing his right arm in response as if he is scared.

Blake's face looks sad, feeling bad for what Peter might be going through. She then hugs him to make him feel better. "What's this for?" Peter asked confused on why she is hugging him.

Blake looks at him, "I can't hug a friend who might be in danger?" Peter scratches his head, trying to think of a way to respond to that, but couldn't. Blake let's go of him, "Look. If you ever need someone to talk to about your whole 'bug problem,' just talk to me."

"Assuming you're not too busy reading those books of yours." Peter said. "Seriously, what do you read anyways?"

Blake turns her head away from him. "Can't say."

"'Can't say?' Are you hiding something from me?" Peter asked with a smirk.

"This is coming from a guy who always seems to be late for class because of 'traffic?'" Blake retorted with a smirk of her own.

"Hm. Good point." Peter said, causing Blake to giggle in response.

* * *

The rest of Team RWBYP arrive back at their dorm to relax. "Man, I'm tired." Ruby expressed as she lays down onto her bed.

"With everything that has happened in the last few hours, it would make some sense." Yang said as she sits on her bed. "Oh, by the way…" She looks at Weiss. "How's your father's company? Is everything okay back at Atlas?" She asked her with concern.

"Everything's okay." Weiss assured her. "Our headquarters didn't get too damaged up for us to rebuild." She then frowns a bit. "I hope no one important got hurt."

Suddenly, her Scroll starts to ring. "What's this?" Weiss said as she picks up her Scroll.

"What is it?" Ruby asked from her bed.

Weiss opens up a notification of a news report. She then looks shocked as she reads it. "Oh no…"

"What is it? What's going on?" Yang asked urgently as she and Ruby walk up to Weiss.

"This news report is saying that my sister… is hospitalized." Weiss answered, still in shocked.

"You have a sister?" Ruby asked confused.

Weiss turns her head to Ruby, "Yeah, she's a specialist in the Atlesian Military's Special Operatives Unit. Very skilled, more than anyone that I know." She then looks back at her Scroll with a frown. "But to think that someone out there was able to beat her to the point of going to the hospital." Weiss starts walking out the dorm, "I'm gonna call my company to see how she's doing."

"Okay." Ruby said, feeling really bad for her friend.

Weiss slowly nods as she closes the door behind her and walks somewhere so she can be alone. She then uses her Scroll to call an operator from her company. "Hello Ms. Weiss, how may I help you?" The operator greeted her.

"Can you give me an update on my sister? It's an emergency!" Weiss urgently asked her.

"Give me a moment." The operator quickly checked on the update on Winter Schnee. After a minute, she finished. "I got what you are looking for, Ms. Weiss."

"What's the update on Winter?" Weiss asked.

"She suffered a lot of bruises and burns, but she'll recover from those. But…" The operator turned her face away from Weiss.

"But what?" Weiss asked, starting to get nervous.

"I was refrained from saying this by your father so the news won't know, but…" The operator looks at Weiss dead set on her eyes. "She's dying."

Weiss' eyes widen in shock from what she was informed. "W-What do you mean by that?" She asked, trying not to panic.

"Your sister is suffering from some unknown poison, one that not even the doctors can't seem to find a cure on." The operator replied, making Weiss panic a bit more.

"Are you sure that no one seems to know the cure?" Weiss asked urgently.

"No." The operator simply said. "Your father has hired the top doctors and scientists to find a cure, but they can't seem to find out what's the cause or how to reverse it." She looks away from Weiss for a second. "I'm sorry. We don't know anyone else that can save her."

Weiss looks like she is about to cry until someone comes to mind. "I think I know someone that might help." She said with a little hope in her heart.

"You do? Who?" The operator asked, confused and a bit surprised that Weiss might know someone that can help.

"Get me a private airship that will get me and my friend to Atlas, stat." Weiss told the operator.

"R-Right away, Ms. Weiss." The operator then hanged up.

Weiss puts away her Scroll. "Let's hope he can help me out. There's no one else that can do it." She then starts running through the hallway to find someone to help out her sister.

* * *

"So, what seems to be the problem with me, nurse?" Peter asked the nurse who has completed the DNA test on Peter's blood.

"Have you found the cause of his 'headaches?'" Blake asked her.

"I'm…not sure." The nurse answered. "I'm not exactly an expert when with comes to DNA, but from these tests, it seems to be changing."

"Changing? What do you mean?" Peter asked her, wanting to know what is happening to his DNA.

"From what I gathered, and from what you told me, your DNA seems to be reacting to something at random times, causing you to be in great pain, but at the same time, it also seems to be changing your DNA at the same time as if it's evolving in some way." The nurse answered.

"Evolving?" Blake said confused.

"Yes, but I don't exactly know why is that. I never heard of someone's DNA structure to evolve." The nurse continued.

"Maybe it has to do with your Aura." Blake said to Peter. "It has been said that yours is somehow unique."

Peter lays back on his bed with his arms behind his head. "Well, you guys know more about Aura than I do, so I'm not sure what to make of it."

"But I never heard of someone unlocking an Aura this way." The nurse said. "Anyways, while these conditions usually involve a headache, they will soon start to make you weak, have random blackouts, and who knows what else."

"Well, I am okay now, aren't I?" Peter asked the nurse.

"At the moment, your DNA is stable, so you're completely healthy for now." The nurse answered him. "But I do recommend not do anything too reckless until we get to the bottom of this."

"Ummm…" Peter muttered as he looks at Blake, who just angrily stares at him since he knows how reckless he can be, especially when a certain spider gets involved. "I'll try." He answered, causing Blake to sigh.

At that moment, Weiss barges into the room exhausted. "Whoa Weiss, what happened?" Peter asked her. "You look like you just ran a marathon with Ruby and got lost."

"No time for jokes, Peter! This is an emergency!" Weiss told him.

"Huh? What seems to be the problem?" Peter asked her.

So for the next five minutes, Weiss explained to Peter that her sister is sick and is suffering from some unknown poison that no one seems to know what it is or how to cure it.

"So you want me to go to Atlas and find the cure for your sister?" Peter asked after Weiss finished talking.

"Please Peter. You are the only one that I can rely on." Weiss said with a frown, trying to fight back the tears.

"Weiss…" Blake simply said, feeling really bad for her.

"I don't want to intervene, but…" The nurse started, catching everyone's attention in the room. "Peter is suffering from some unknown condition too. I don't think it's wise that he travels to somewhere far like Atlas."

"But my sister's life is on the line here!" Weiss shouted at her, catching her a bit off guard. "But…" She then looks back at Peter. "If you don't feel up to it, I can understand." She frowned as a single tear drops from her eye.

Peter sees the tear drop and made with his decision. "What time are we leaving?" He asked her, which causes Weiss to look at his smile.

"But, Mr. Parker, are you sure?" The nurse asked him.

Peter turns to the nurse. "Well I can't just sit here and do nothing, can I? Besides, she asked nicely. Can't ignore that." He asked the nurse, who wants to retort but seems to understand what he's doing. He then turns back to Weiss, "So, what time are leaving again?"

Weiss rubs the tears off her eyes, "In like a few minutes."

"A few minutes?!" Peter said surprised.

Weiss quickly grabs Peter's hand. "Yes, so come on! There's no time to waste!" She drags Peter out of the room.

"Hey, not too fast!" Peter warned her as they exit the room.

"Hmph." Blake muttered as she smiles with her arms crossed. _"Even when he's not Spider-Man, he's still a hero."_

* * *

"Whooooa..." Peter said as he looks out the private airship on the way to Atlas.

"Someone sounds excited." Weiss said as she takes her sit across Peter's.

Peter turns his head to her. "I rarely travel a lot, so sorry if I'm a bit excited. Just wished it was under different circumstances though." He said as he looks back through the window.

"Yeah…" Weiss said as she looks out the window to see the beautiful, clear sky that they are flying through. She then turns back to Peter. "Thanks for doing this for me. You have no idea how grateful I am."

Peter looks at her with a smile. "Hey, if I know something that might save your sister, I'll do it." He then starts to frown. "Not like what happened last time." He said as he looks back through the window, now a bit more depressed.

"What do you mean by that?" Weiss asked with concern.

"It's…" Peter started but decided to stop himself from explaining. "It's nothing." He slouches on the window.

"Something terrible happened, didn't it?" Weiss asked the slouching Peter. He sighed for a second, thinking if he should tell her about one of his mistakes. "If you don't want to talk about it, it's fine. It probably brings back some bad memories, huh?" She frowned.

"Yeah." Peter simply said as he looks through the window. "There was a time where I could've easily prevented a tragedy, but I didn't." He started to explain, catching Weiss' attention. He then continued, "I had this great power that I could've used to stop it, but I was too arrogant and selfish to do anything about it. And because of that, someone dear to me paid the price. That person…was my uncle." He finished as he closes his eyes, trying hard not to remember those dark times of when he got his powers.

"I-I'm sorry." Weiss apologized to him, feeling bad for what happened.

"It's okay." He then looks at Weiss. "I vowed on that day that I would use my talents to help out anyone in need, no matter who they are. And that's why I will do everything in my power to help out your sister." He finished with a smile.

Weiss nodded with a smile on her face. "Yes. Thank you." She said as their flight is close to arriving at Atlas.

* * *

After landing in Atlas, the two hopped onto a car provided by Weiss' company and were sent to the hospital where Winter is staying at.

"Here we are." Their driver told them.

"Thanks for your help." Weiss thanked the driver.

"No problem, Ms. Schnee." The driver responded.

As Peter and Weiss get out the door, they see a bunch of news reporters standing outside the hospital doors, only to be stopped by a few Atlas military troops, both human and android.

"Great! How are we gonna get passed this crowd AND those military troops." Weiss said annoyed with her arms folded. "I may be the heiress of the Schnee company, but I doubt they would let me through."

"Hmmm." Peter thinks to himself for a moment before getting an idea. "Aha. I have an idea."

"You do?" She turned to him.

"Of course. Just hang on." Peter said as he grabs ahold of Weiss like she is a princess.

"Hey! Peter! What are you doing?" She franticly asked him while blushing.

"We're gonna sneak pass them." Peter responded, activating his stealth mode on his Webware, turning the both of them invisible. "Okay. Let's do this!" Using that spider agility, Peter jumps over the large crowd of news reporters and Atlas troops and the two safely enter the hospital without anyone noticing. Peter let's go of Weiss. "See, that wasn't too hard." He said, only to receive a punch to his shoulder. "Ow. What was that for?"

"Warn me next time before you pull a stunt like that!" Weiss told him, clearly annoyed that he didn't tell her the plan properly.

"Okay, okay. Sheesh." Peter said as he turns to his Webware. "J.A.R.V.I.S., can you tell us where Winter Schnee is located here?"

 _"_ _Okay, sir."_ The British A.I. respond as he does a quick search through the hospital's database. _"I would appear that Ms. Winter is located at the top floor of the facility."_

"Top floor. Got it." Peter puts down his arm. "Ready to go?"

"Yeah. Let's go." Weiss replied as the two head up to the top floor in an elevator.

* * *

Outside of Winter's hospital room is General Ironwood, looking through the hospital's window thinking to himself on who or what could've caused this much damage in just one night. "General Ironwood." A man with a large gray mustache and a white double-breasted jacket with a red handkerchief walks out of Winter's hospital room.

"Jacques." Ironwood turns around from the window to face him. "How's your daughter?"

"She's still sick from whatever illness she's facing." He said as he walks up to the general. "You know I blame you for this."

"And why is that?" Ironwood angrily asked him.

"It's because of you is the reason why she's in this mess in the first place!" Jacques angrily replies to him. "You STOLE her from me, and now she's on deathbed because of you!"

"Your daughter chose to join the military after she graduated from Atlas!" Ironwood retorted at him. "And don't blame me. Blame the person who attacked your company last night! A lot of people lost their lives yesterday, and I am doing my BEST to find out who's responsible!" He slams the wall next to him to make his point.

"Rrgh!" Jacques growls at him until they hear footsteps coming close to them. He and Ironwood look over to see Weiss and Peter run close to them. "Weiss?" He asked a bit surprised.

"Hello father." Weiss said as she folds her arms.

"That's your father?" Peter asked her who simply nodded in response. _"I'm getting A LOT of Norman Osborn vibes just from staring at him."_

"Weiss, what are you doing back at Atlas?" Jacques asked her with his arms folded. "Have you finally decided to join the Academy here instead the one back at Vale?"

"Of course not, father. And I never will." She answered, causing her father to growl at her. "If you must know, I'm her to check on my sister."

"Then you should already know that she is not in any condition to move." Her father told her. "Your sister is all banged up, mostly covered in bandages. Not only that, she's suffering from some unknown illness none of my scientists seem to be able to deduce what it is."

"I know that, father. That is why I brought my friend here that could help." Weiss points to Peter, who just nervously waves at the two grown men.

"Hey everyone." Peter shyly greeted them.

Jacques glances at Peter for a second before looking back at Weiss. "Who's this kid? Some 'friend' you brought from Beacon?"

"Um, sir, my name is Peter Parker, and yes I am a friend of your daughter, sir." Peter introduced himself to him.

"Peter Parker..." Ironwood thinks to himself before responding. "Aren't you the kid that takes pictures of that Spider-Man guy back at Vale?"

"Y-Yeah, that's me. Who are you exactly?" Peter asked Ironwood.

"My name is James Ironwood. I'm the general of the Atlesian Military." Ironwood introduced himself to Peter.

"Oh, so you're the guy that commands the world's largest military faction? I was expecting you to wear an eyepatch." Peter said while rubbing the back of his head as he remembers Nick Fury from Earth.

"Why would I be wearing an eyepatch?" Ironwood raised an eyebrow.

"Just my silly imagination." Peter assured him.

"Anyways…" Jacques said to get back on topic as he turns his attention to Weiss. "Why is he here again?"

"Peter here should be able to find out what's wrong with Winter and how to cure her." Weiss explained to her father.

"Preposterous!" Her father shouted at her daughter. "What makes you think this kid might be able to find out what's wrong when not even my top scientists and doctors couldn't find out?"

"For the record, father, Peter is a lot smarter than you know, smarter than me actually!" Weiss argued back at her dad.

"So what? That doesn't mean anything!" Jacques continued arguing with her.

"Yes it does! Peter here was able to hack into the company's database in like a minute without being detected!" Weiss blurted out, which stunned the three men in the hallway.

"WHAT?!" Jacques yelled out, causing Peter to shake but not Weiss, as if she expected this. "You mean to tell me that this kid was able to hack into the highest tech security in the entire world in less than a minute?!" He asked angrily.

"I promised that I didn't steal anything! I just hacked into the security! That's all!" Peter assured him, not wanting to feel his wrath.

"That's actually pretty impressive." Ironwood simply said.

Jacques angrily walks up to Peter, looming over him as he cowers in fear. "Who told you to hack into my company's database?" He angrily asked him.

"I, uh, um…" Peter tries to make up an excuse, not wanting to rat out Weiss.

"I did, father." Weiss answered, getting the mean look from her father. "I did it to prove that Peter is really smart, smarter than anyone that I know." She said while keeping her cool.

"Why you little…" Jacques walks up to Weiss with his hand in the air, ready to slap her for doing such a reckless thing. Weiss looks in shocked as she is about to feel the wrath of her father, but Peter intervenes by grabbing onto her father's hand.

"Let me go, kid!" Jacques demanded him as he struggles to let go of Peter, but the hidden hero's grip is too strong for him.

"Hey. If you're gonna slap someone, you might as well do it to me." Peter let's go of his hand as the boss of the Schnee Dust Company looks at him while holding his hand. "It was my decision to hack into your systems, and I'm sorry for that, so if anyone should be punished it should be me, not Weiss." Jacques looks like he wants to slap Peter, but couldn't bring himself to do it. "Just like I thought. With your daughters, you can treat them however you want without a second's thought, not caring what they think or how they feel, but if it was someone else outside the family, you would put up a straight face like you are some nice guy thinking there is no problem in the world."

Jacques remains quiet while Weiss and Ironwood continues to listen to Peter. "Look, I don't know much about you or your family's history, but I did know someone who was just like you: arrogant, selfish, never caring about his kid. Because of that, that led to a number of problems, and let me tell you, the end result wasn't pretty for ether of them. So I would recommend start changing now before things get worse, both for you, your family, and your company."

Probably for the first time in his life, Jacques Schnee was speechless, not knowing how to respond to that. Even Weiss and Ironwood were at a loss for words and not know how to respond to the things Peter said. Jacques sighed for a second before speaking up. "Are you sure you can save my daughter?" He asked Peter, now sounding a lot sincerer than a minute ago.

"I'm not exactly positive until I see what's the problem is." Peter told him.

"But what if you can't?" Mr. Schnee warned him.

"Then I'll take full responsibility for what happens." Peter told him, with not a trace of fear coming from his voice.

"Hmmm…" Ironwood smiles a bit as he puts his hand on Jacques' shoulder. "The kid's got guts. Not only that he's smart and courageous, he also seems more responsible than you." He said, causing the Schnee president to look at him. "Give him a chance. You can see it in his eyes that he's determined, no matter what happens." They both look at Peter's face, with no a shroud of regret coming from it.

Jacques sighs again as he looks at Peter. "Alright. Let's see what you got."

"Thank you, sir. I promise I'll try my best." Peter said as they all enter the room where Winter is currently resting in.

The four of them walk in to see a doctor, two scientists, and a bandaged up Winter, laying down on the bed unconscious.

"Winter…" Weiss said with a frown.

"Mr. Schnee…" The doctor walks up to him. "I'm sorry, but we still can't determine what is the cause of her condition. We've tried everything, but we simply don't know what to do."

"Then let me take a whirl at it." Peter said, catching the doctor's attention.

"But…you're just a kid." The doctor said.

"Just give him a chance." Jacques assured him. "He should know what he's doing."

"Okay, I guess." The doctor said, not knowing how to properly react.

"So…" Peter started, pulling down his sleeves and grabs a spare lab coat. "What have you guys done so far?"

"We checked her blood samples to find out what is wrong with her." One of the scientists told Peter. Pete walks up to the microscope that has a slide of Winter's blood. He then looks through it to see some small yellow particles slowly killing off each red blood cell by electrocuting them.

"So are these what is poisoning her?" Peter asked as he continues to looks through her blood.

"Yes." The female scientist told him. "This is something we never encountered before. All we could tell is that those yellow particles in her blood are slowly electrocuting her blood cells. We have no idea how to stop it. We don't even know what they are." She finished.

"Hmmm." Peter continues to observe closely to the yellow particles as they kill off each red blood cell. "Wait a minute. This looks familiar. Could it be that..." He mumbled to himself. He then thinks of something. "Hold on." Peter gets up from his chair as he approaches Winter.

"Wait! Do you have something?" The doctor immediately asked him.

"Not yet, but I might be getting somewhere." Peter replied to him. "J.A.R.V.I.S., can you give me a complete and detailed scan of Winter. I want to compare something."

 _"_ _Right away, sir."_ J.A.R.V.I.S. replied as he starts scanning Winter with the light coming from Peter's Webware.

"J.A.R.V.I.S.?" Jacques asked confused.

"It's Peter own A.I." Weiss replied to him.

"And what's that device on his wrist?" Her father asked her another question.

"It's his Webware. He made it himself." Weiss answered.

"Impressive." He simply said as they see that the scan is complete.

 _"_ _Scanning is complete, sir."_ The A.I. told Peter.

"Thanks." Peter brought up two holograms from his Webware: one detailing Winter's condition, and the other about the 'Super Dust' he scanned when he fought MACH-X. "Just like I figured, she's suffering from some 'Lightning Dust poisoning.' That's what killing her."

Everyone in the room gasped at the revelation. "Dust?! But that can't be right!" Jacques said. "What kind of Dust poisons people like this, especially all the way down to the molecular level?"

"This isn't some normal type of Dust. This one has been tampered with; enhanced I could say." Peter responded.

"Enhanced Dust?" Weiss asked surprised. "Is that even possible?"

"Yeah, it is." Peter answered her.

"How do you know, Mr. Parker?" Ironwood asked him, wondering how someone like Peter knows about this as if he's familiar with it.

"Recently, back at Vale, there was this guy in armor named MACH-X that was terrorizing the city." Peter told him. "I was taking pictures of him while Spider-Man was in combat with the guy. I had the opportunity to scan his suit to see that he was powered by some 'Super Dust' that I like to call it. The readings that I got from it are similar to what I'm getting from Winter here." He points to the hologram of Winter.

"And you think this 'MACH-X' is the cause of all this?" Ironwood asked him.

"Possibly. Last time I saw him, he was kicked into the bottom of the ocean by Spider-Man, but escaped to who knows where." Peter responded. "The guy had like an Aura of his own and all these crazy weapons coming from his armor. Even Spider-Man was having a hard time beating him."

"Then he must be the guy that attacked my company and hurt my daughter!" Jacques said.

"Most likely, yes." Peter said.

"So what about Winter?" Weiss said, getting Peter's attention. "Are you able to cure her?"

"I have been doing some of my own research on this Super Dust whenever I got the chance." Peter said, bringing out his notes from his Webware. "If I could get Winter's blood sample and cross check them with these notes I made, I should be able to create a serum that could neutralize the Dust particles that are killing her."

"Really?!" Jacques asked, now sounding more hopeful.

Peter nodded. "I should. Just give me an hour at most. I should be able to find a cure in that time frame."

"Then we have no time to waste!" Ironwood said, now determined that there is hope left for Winter.

"Yes." Peter looks at the doctor and the two scientists. "Can one of you give me another blood sample? I'm gonna need it."

"Yes, of course." The doctor said as he quickly takes out a vial that contains Winter's blood. He gives it to Peter, "Here you go."

"Thanks." Peter accepts the vial. "Now I'm gonna need a chemistry room to create the cure."

"We have one not far from the hall. We can take you there." One of the scientists said to him.

"Good. Thanks." Peter said as they all head out the door. He then looks at Weiss before leaving. "Don't worry. It'll be okay. I promise." He assured her.

Weiss lets out a small smile. "Thanks."

Peter smiles as he leaves for the chemistry room, leaving Weiss, her father, and Ironwood to comfort Winter. "That's some kid." Ironwood said to start a conversation. "A lot of people can learn a thing or two from him." He said as he looks at Jacques and Weiss, who don't have anything to respond to that statement.

* * *

After a hour has passed, Peter has finished the cure for Winter's condition, evident with a small needle filled with the serum. Everyone watches closely as Peter is about to inject the cure in Winter.

"Will this work?" Weiss asked him.

"It should." Peter assured her. _"I hope it does. Otherwise I'm done for. But I can't think about myself now. I have to focus on Winter's condition, for Weiss' sake."_ He mentally told himself.

Peter then slowly injects the cure into Winter's right arm. After it was all injected into her, Peter slowly takes out the needle right out of her arm. For a few seconds, everyone is completely staring at Winter's motionless body, hoping for a change. _"C'mon, come on."_ Peter mentally told himself as he starts to sweat.

Suddenly, her vials on the monitors are starting to stabilize. _"Sir. My scans are saying that the Dust particles in her blood are starting to disappear."_ J.A.R.V.I.S. told Peter.

"Really?!" Weiss immediately asked. Suddenly, they hear Winter groan from her bed as she starts to move. "Winter…" Weiss said to her.

Winter slowly opens her eyes to see her sister and father right next to her. "Weiss…Father…What are you all doing here?" She asked them as she wakes up.

Jacques and Weiss starting crying tears of relief as they hug Winter, who seems to be a bit confused to see her father here. "Guys, not too tight. My head still hurts. I don't even remember what happened to me."

 _"_ _Doesn't this sound familiar?"_ Peter mentally told himself, remembering how Ruby immediately hugged him when he was out cold.

Jacques let's go of Winter and looks at Peter with a smile. "Peter Parker, how can I ever repay you?" He asked the boy, now saying his full name instead of kid.

"Um, I accept payments of high fives and pats on the back. That's about it." Peter told him.

"Hmph." Jacques muttered as he looks at Weiss. "You picked a good friend here."

Weiss rubs her head in embarrassment. "Thanks father."

"See, aren't you glad your daughter went to Beacon to find someone as cool and smart as me?" Peter said while doing some poses with his arms.

"Not mention annoying." Jacques said as he looks at Weiss. "Is he always like this?" He asked his daughter.

"Preeety much." Weiss agreed with her father for once.

"Great. The one time you two agree on something and it involves insulting little ol' me. I'm hurt." Peter said.

"Just shut up!" The two Schnee family members told him while crossing their arms.

"Okay, okay…" Peter said as he heads towards the door. "I'm just gonna leave you two here to have a little get together, and maybe-." He opens the door, only to be met with dozens of news reporters with cameras all over his face, trying to ask him multiple questions. "Huh?!"

Weiss and her father just shake their heads while Ironwood checks his Scroll. "Sorry sir, but they got through." The solider from the other line told him through the Scroll.

"I can see that." Ironwood simply responded as he hangs up his Scroll. He then looks at Peter as he tries to answer the many questions that the media is asking him. _"Peter Parker…I could see that there is more to you than meets the eye."_

* * *

 _"_ _So when are you guys coming back?"_ Ruby asked through Peter's Webware. He and Weiss are on a drive to Weiss' house to stay for the night.

"We'll be staying at Weiss' place for the night. Then we'll hitch the next ride back to Beacon." Peter told her.

"Yeah, I could use the break from all this drama." Weiss said right next to Peter in the car's seat.

 _"_ _Yay, I can't wait to see you guys again. It's been too long."_ Ruby excitedly told him.

"Ruby, we've been gone for like a day." Peter said while rubbing his head.

 _"_ _But it almost feels like an eternity here at Beacon."_ Ruby told him.

 _"_ _Anyways…"_ It was Blake's turn to talk to him. _"How's Winter?"_

"She's fine, Blake." Weiss answered her. "The doctors said she's gonna be in the hospital for just a little while, just to see her progress, but besides that she all better thanks to Peter." She smiled at Peter.

Blake smiled until Yang shoved her off the screen. _"So Peter, how does it feel to be famous? Everyone here is talking about you ever since you appeared on the news."_ She said with a smirk.

"Uhhhh…" Peter groaned as he puts his hand over his face, not wanting to remember all those interviews and camera shots he went through with the media. "I'll tell you when I get back, IF I feel like it of course." He said.

"Not IF, when." Yang told him as she continues to smirk, causing Peter to groan again.

"Anyways, I think we're close by to my house." Weiss said as she recognized the street from her window. "We'll see you guys later."

 _"_ _Okay. Just don't anything that I wouldn't do."_ Yang said as she waves at them, only to be interrupted by Ruby.

 _"_ _Take care!"_ Ruby said, who then gets interrupted by Blake.

 _"_ _Have a safe trip tomorrow."_ She said as Peter hangs up the call.

"Ugh, I need a vacation." Peter said as he shakes his head.

"Winter break isn't for another month or so, but before that we have finals and other stuff." Weiss said. She hears Peter groan from all that future stuff making her giggle a bit as they enter the house.

* * *

"Whooooa." Peter said, surprised to see how big, clean, and white Weiss' house looks like, with all the reflective tiles on the floor and the long hallways.

"You like saying that a lot, do you?" Weiss turned her head behind to Peter, who is just marveling at the inside of her home.

"Well I can't help it if you live in a mansion." Peter said as he looks at all the paintings in the walls. "I doubt I can even afford the doorknob here."

"Parker Industries, remember." Weiss reminded him of how Peter could one day own his own company if he wants to.

"I'll keep that in mind now." Peter said as he finished looking at the paintings.

"Anyways, your room is next to mine. You can stay here for the night." Weiss said as they stopped walking and points to Peter's room.

"So that's your room?" Peter points to the room next to his.

"Yep." She nodded. Want to take a look?" She turned to Peter.

"Why not. It's probably the only time I'll ever come here." He said as they both enter Weiss' large room, which looks just like the rest of the house except with a bed and a large window in the back. "Whoa…" Peter said amazed at her room. "This is your room?"

"Yep." Weiss nodded again. "Don't worry, your room is almost similar to this one."

"Wow. Can't imagine what the family bedroom looks like." Peter said to himself as the both of them look out through the window.

Silence fell for a bit as the two of them just look out the window to see the beautiful night sky. "Anyways, Peter…" Weiss finally said something to start a conversation. "I want to say thank you for everything that you've done for me."

Peter looks at her, "Well, I'm just doing what I can for a friend."

"But you went way beyond what anyone else would." Weiss said as she looks at Peter straight in the eye. "You not only saved my sister, but you also knocked some sense to my father. No one I knew ever done that for me before. You're almost like my own hero, almost like Spider-Man but always there when I needed someone to talk to."

"Uhhh…" Peter looked at her, confused on what to say. Seeing this opportunity, Weiss walks closely up to Peter, and kisses him in the mouth. After like a few seconds later, she lets go, causing Peter to be even more confused and shocked.

"Just to let you know, that was a thank you kiss, nothing more." Weiss said as she folds her arms and turns her back to him, but that was only to hide the blush she was having.

"What do you mean by that? You don't want to date me or anything?" Peter finally spoke up after his small trance.

"I would if your personality didn't bother me all the time." Weiss said with her back still turned. "Seriously, some of your puns are just annoying, and a bit irritating."

"SOME of my puns?" Peter told her with a smirk, knowing that Weiss actually likes some of the puns he makes.

"Just shut up okay." Weiss said as she finally turns around to face him.

"Okay, Snow Queen." Peter told her, putting up his hands to let her know to back off.

"SEE? This is exactly what I'm talking about." Weiss said as she points her finger at him.

"Okay, okay, I see you. By the time we have our first date, you would probably want to choke the life out of me, so I guess we wouldn't make the perfect couple." Peter said as he rubs the back of his head.

"Okay, so who would you date then?" Weiss asked him.

"I don't know. I never really put much thought into that." Peter replied.

"Would you date Ruby?" Weiss asked him.

"Whoa, whoa, of course not!" Peter quickly retorted. "I'm 17, she's 15. I see Ruby more like the little sister I never asked for but don't mind having."

"Okay, what about Blake? You two seem to be good friends." Weiss asked him.

"Yeah, only when she actually speaks and not focused on her books." Peter told her. "She's more quiet while I'm more loud. I doubt we would be a good couple. I only see Blake as a friend, and I'm sure she thinks the same way about me too, I think anyways." He finished.

"Then, what about Yang?" Weiss asked him.

"Uh, what about her?" Peter asked, a bit nervous.

"You two have A LOT in common." Weiss said.

"In what sense?" Peter retorted.

"Well, first off, you both like to crack jokes a lot, and I mean A LOT. You two can be a bit ignorant sometimes, annoying, loud…" Weiss counted off everything that Peter and Yang have in common.

"This sounds more like an insult to the both of us than a comparison." Peter said.

"But you two DO have a lot in common." Weiss told him.

"I'll admit, we might make a cute couple, I think anyway." Peter said as he rubs his head.

Weiss smiles as if she won the jackpot. "Aha! You admit it! You like her, don't you?"

"I-I never said anything like that!" Peter quickly retorted as he shakes his head.

"But you just did." She said.

"That doesn't mean I have a crush on her!" Peter argued.

"Are you sure?" She said with a smirk.

"I, um, well…" Peter tries to come up with an excuse, but the look on Weiss' eyes says that's impossible, so he starts walking out her room. "I-I'm tired. I'm going to my room."

"I promise not to say anything to her." Weiss said proudly with her smirk still on her face.

"I am pretty sure you are doing this to mock me. Well, whatever, good night." He said as he closes the door.

Weiss immediately drops her smirk as she looks out into the window, staring at the broken moon. "Guess we weren't meant to be together after all." She said before letting out a smile. "Well, it doesn't matter. He's still done a lot for me that I might never repay him for. Thanks Peter, for everything." She said as she leans on her window.

* * *

Outside in some forest, Peter, now in his Spider-Man costume, is swinging to the battlegrounds between Winter and her mystery opponent. "This is the place." He said as he lands to see all the destruction and craters left behind. "Sheesh. What a mess. Never thought MACH-X could cause so much damage." He then looks at her Webware." Jarvis old buddy, can you scan the area for any residual trace of MACH-X's Super Dust from his armor. If we could get that, we might be able to track him down."

 _"_ _I'm sorry, sir, but it would seem that I'm not getting a trace anywhere. It's almost as if the energy vanished entirely."_ The A.I. informed him.

Peter sighed. "Figured it wouldn't be too easy. Well, might as well head back to the house. It's been a long day for me." He shoots out a web line from his web shooters and start swinging back to Weiss' home.

Unknown to Peter, someone VERY familiar is watching him from atop of a tree as he swings away. **_"Don't worry, Parker. We will soon meet, and when we do, everything and everyone you know will be destroyed."_** Goblin said to himself as he starts laughing maniacally.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. What seems to be the problem, Ruby?**

 **Ruby: I need help on the next science exam soon. Can you help me out?**

 **Peter: You want me to be your tutor? Sure why not. Just avoid the 50-foot-tall electric monster that is try to destroy the city, okay.**

 **Ruby: Sure, wait, what electric monster?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Enter Zzzax_**

 **Spider-Man: Okay, so what is a Hulk villain doing in this dimension, and how do I beat it?**

* * *

 **KFX here: First and foremost, sorry this chapter took a while to come out. As you can tell this was a meaty one. Second, sorry Peter/Weiss shippers, I have crushed and sank your ships like the Titanic. Third, it's time the other members of Team RWBYP to get have a chapter with Peter, don't ya think. I didn't mean to wait this long but whatever. Next time, Spidey and Ruby are gonna team up to take down Zzzax. How will they do it? Find out tomorrow, hopefully.**


	25. Vol 1 Issue 22: Enter Zzzax

_Vol 1 Issue 22: Enter Zzzax_

 **Osborn's Laboratory**

The LMD version of Norman Osborn is currently working on some experiments in his lab until Roman Torchwick comes in.

"Norman!" Roman calls out his name, gaining the LMD's attention as he gets up from his chair. "How's Project Foes coming along?"

"The project is going smoothly, Roman." The LMD answers him. "The team is getting more and more used to their powers as the days go by."

"Are you sure this team of yours will finally end that wall-crawling menace once and for all?" Roman asked him as he stands next to the scientist.

"Of course they will." Norman hands him some of his notes who then proceeds to look over them. "This team that I'm creating are based off a group of super villains back in my dimension, capable of going toe to toe with one of Earth's strongest heroes, The Hulk."

Roman continues to look through the notes as he looks at Norman. "That does sound rather impressive. But are you sure that your Dust Formula will give this team the advantage they need to beat Spider-Man?"

The LMD lets out a small grin on his face. "Don't worry. I made a few modifications to the Dust Formula, something that would give them a boost in raw power. In about a week or so, the team will have gotten used to their powers and will be ready to attack the Spider."

Roman finish reading through the notes as he slams them onto the desk. "Another week or so?!" He shouted at Osborn, who didn't move an inch from his small outburst. "We can't wait that long! It's only a matter of time until Spider-Man ruins our plans! We need something to fight him now!" He told Osborn.

"Hmph. You whine as much as Doctor Octavius and my son." Norman told him.

"What?!"

"Calm down, Roman. I have exactly what you need." He and Roman start moving to a different area of the lab, where they approach a large test tube with a little, yellow, spark inside.

"What is it?" Roman asked him as he observed what is inside the tube.

"It's another project that I have been working on, something specifically to help distract the Spider while Project Foes is currently in progress." The LMD answered him. "I call it…Zzzax."

Roman turns to the LMD Norman. "Let me guess: Another villain from your dimension?"

The LMD faces him with a grin. "Yes. Another villain that also tangled with the Hulk." He turns back to face the yellow spark inside the tube. "Zzzax is a being made of pure energy, capable of absorbing large amounts of electricity. In a few hours, I'll send this creature to the city, allowing it to cause mischief for are common enemy."

"And while the Bug is distracted, the White Fang will use the opportunity to collect Dust while everyone else is occupied. Excellent…" Roman said with a smile.

"Hmph." Norman agreed, evident with the smirk on his face.

* * *

Back at Beacon, Peter and Ruby are currently in Professor Oobleck's classroom a few minutes before the class ends.

"Alright class! Before you leave, it's time for you all to get back your science test from class yesterday!" Oobleck told his class from the front of the room. He then starts zooming through the classroom, giving everyone back their scored test in a blink of an eye. When the students get their test back, they groan as they see that they got miserable scores. "Judging from your groaning, it sounds like you all didn't get the result you wanted. How unfortunate." Oobleck stated as he approaches Ruby.

"What did I get? What did I get?" Ruby excitedly asked herself as she gets her test. As she looks at her test, her smile dropped and is replaced with a frown, "Oh, a D." She disappointedly said to herself as she slouches on the desk.

Oobleck zooms next to Peter with his test in his hand. "Nice one, Mr. Parker. An A+." He told the hidden hero as he gives him his test.

"Sweet, another A." Peter told himself as he looks through his test. The brunette could've sworn that he heard Ruby groan more when he said that.

Oobleck turns his attention to the rest of the class. "Don't forget, you have another science test in the next few days, so start studying if you want to pass! Good luck!" He said as he zooms out of the classroom, with the other students walking out a few seconds later.

"Ahhhh…" Ruby muttered as she sadly walks out in the hallway with her head down.

"Hey, Rubes." Peter greeted her as he approaches her. "Why the long face?"

"I just…" Ruby started speaking before sighing sadly, "How I am gonna pass the next exam?" She asked Peter. "Unlike you and Weiss, I'm not so good when it comes to science, or any subject for that matter. Except when it comes to destroying Grimm, that's my favorite subject." She said suddenly with happiness before looking sad again.

"Have you bother actually studying for tests then?" Peter asked her as they continue to walk down the hall.

"I tried, but the notes we're given are so hard to understand. Not to mention it's hard to follow what Professor Oobleck is saying most of the time as he likes to zoom through the classroom a lot." Ruby said, now feeling more dejected.

"Hmm." Peter thinks to himself for a second before coming up with an idea. "How about I tutor you then? Would you like that?" He asked her.

Ruby immediately turns to him all happy. "Really?!" But then that moment of excitement went away for a bit. "But won't this interfere with your time, I mean with you being a photographer and the stuff you do in the lab?"

"Don't worry about those stuff." Peter assured her. "Right now, my top priority is to help you out with your studies. I can do all that other stuff when I have the extra time."

Ruby immediately hugs him, catching him off guard. "Thank you! Thank you! Thank you!" She repeatedly told him.

"Ah…Ruby…you're killing me…" Peter said, trying to escape from Ruby's hug.

Ruby let's go of him, feeling embarrassed, "Sorry. Forgot you're a bit sick and all." She said as Peter rubs off the dust from his clothes. "So, shall we get started?"

"Sure. Just grab what you need and meet me in the library." Peter told her.

"Okay!" Ruby excitedly said as she dashes off to her dorm to grab her stuff, just as Peter heads towards the library.

* * *

At the library, Peter is currently tutoring his leader of the team in the library for their next exam as they sit on a small desk in the area.

"So, what's the first thing you want to study on?" Peter asked.

"How about we start on electricity?" Ruby asked her tutor.

"Huh, that should be easy." Peter said confidently, causing Ruby to smile in glee. "So get your pencils and notes ready because I'm gonna tell you everything you need to know about electricity."

"Yes, sir!" Ruby said excitedly as she holds her pencil and notebook.

"Just call me Peter, no sir is needed." Peter corrected her.

"Hm, okay." Ruby giggled.

"Alright, so simply put, electricity is just a form of energy that result from the existence of charged particles, like electrons and protons for example." Peter explained to her as she proceeds to write down notes on her book. "Electricity is very hard to control, and very hard to deal with." He said to her.

"So are there ways to like, I don't know, destroy electricity?" Ruby asked him as she finished writing down some notes.

Peter shake his head in response to her question. "Not entirely. You see, energy, or rather pure energy, can be neither created or destroyed. "As far as I know, you can only short circuit it when it's fully charged by either pouring it with water, overloading it with more electricity, or have it make contact with like the ground."

"Really?" Ruby asked him, a bit confused.

Peter nodded. "Say for instant, you are fighting some villain in a lame electric suit that can control electricity." He gives her an example, using his old foe Electro as an example. "Any normal attacks like bullets or knives won't work on him, and any physical contact will just cause the attacker to get zapped unless you are prepared."

"So if you want to beat this guy, you either drown him in water, overload him with more electricity, or make him have physical contact with the ground, right?" Ruby asked him wondering if she got it right.

"Correct!" Peter said, giving her a high five. "It seems that the best way for you to learn is when it involves villains or anything that's not normal around here." He said with a smile.

"Well it's better than learning from a textbook, that's for sure." Ruby said.

"I agree with that. So, what's next?" Peter asked her as they continue with their studies.

Far from the two study buddies, Blake and Yang are in the library studying as well, noticing how well the two seem to be bonding.

"Those two seem to be getting along well." Blake said as she reads from her book.

"I know, right." Yang said as he continues to see the two studying while also laughing together. "They almost act like brother and sister when I see how the two interact with each other."

"And what makes you?" Blake asked her with a smirk.

"I don't know, the third wheel." Yang answered her as she goes back to her books. "But it is nice to see Ruby have a good time with someone that's not me every once and a while."

"Right, so how about we focus on our own studies, shall we?" Blake reminded her. "We don't want Ruby to be smarter than the both of us."

"Now that I wouldn't be a fan of." Yang smirked as she goes back to her books.

* * *

A few hours later back at Osborn's lab…

"Is it done? Is it ready?" Roman asked LMD Norman as they both approach Zzzax's test tube. Suddenly, the tube starts to get more and more electrified as the little, yellow spark that is Zzzax starts to grow bigger and bigger until there is an explosion from the tube, knocking away Roman and Norman away.

"Well, that's just great! It exploded!" Roman yelled as they both get up.

 **BGM- Dragon Ball Xenoverse 2 OST - Open Field Stage**

"Wait!" Norman puts his arm in front of Roman, signaling him to not move. They both put their attention to the smoke that came from Zzzax's test tube. They then see something come walk out of the smoke, a yellow creature made of pure electricity, having whited out eyes and a mouth, standing in front of Roman and Norman, who both look at it in awe.

 **"** **I…am born…"** Zzzax spoke.

"It can talk…?" Roman asked, still in awe as he looks at the being of pure energy.

"It can talk." LMD Norman answered him with a smile. He then walks up to Zzzax. "Hello there, Zzzax." He greeted himself to the creature, gaining his attention.

 **"** **Who…are you…"** The creature asked him.

"I am your creator, Norman Osborn, and this is my 'associate', Roman Torchwick." He turns and points to Roman, who walks to the creature. Norman turns back to face his newest creation. "Now, Zzzax, as your master, you will do what I say, and your first order of business is to go out into town and destroy Spider-Man." Norman shows Zzzax a picture of what Spider-Man looks like, with the creature keeping a mental note of his face.

 **"** **Destroy…S-S-Spider-Man…"** Zzzax said.

"Good. Now, GO!" Norman ordered his creation. Zzzax agrees and exits the room through an electricity wire outside to the city.

* * *

It's currently late afternoon in the city of Vale as Peter and Ruby are walking through the quiet sidewalk.

"So what are we doing out here again?" Ruby turned to Peter as the two continue to walk.

"I told you we're gonna get Lightning Dust from the local shop to show you more ways on how to control and use electricity." Peter answered her. "Trust me, with what I'm gonna show you, you are definitely gonna ace that exam in a few days."

"Sweet!" Ruby jumped up all excited. "Who knew studying with you can make learning things so much more fun! Make next time you should tutor the entire team!" She suggested.

"I'll keep that in mind." Peter said. Suddenly, his Spider-Sense goes off and stops on his tracks.

"Peter, what's wrong?" Ruby asked him, wondering why he stopped walking. She then hears people screaming a few feet from them.

"Trouble." Peter answered with a serious face. Both of them run to the direction of all the commotion, where they encounter an energy creature shooting electricity out of its hand and destroying cars and buildings.

"What is that?!" Ruby shouted for an answer. The creature then notices the two teens and throws electricity at them, knocking Peter to an alleyway and Ruby to a car. "Uhhh…" Ruby rubs her head after the crash. "Huh, Peter!" She immediately gets up and approach the alleyway where Peter was knocked away, but was interrupted as the energy creature start attacking her with bolts of electricity, knocking her back to the ground. "Uhhhh, I don't feel so good…" Ruby said dazed and semi-unconscious. As the energy creature was about to finish off the little red hood, Spider-Man swings by and grabs her before she met her demise.

"Uh…" Ruby said, still dazed and confused.

"Don't worry, I got you." Spidey told her, causing her to fully wake up.

"Huh, Spider-Man!" She said excited as they both land on a rooftop. Spidey lets her down, but she still jumps for joy to seeing her favorite hero again. "Oh, Spider-Man! I knew you would save me!" She then gasped as she remembers something. "But my friend, Peter, he's somewhere down there!" She told the hero.

"Don't worry, I made sure he got to a safe place before saving you." Spidey assured her.

"Oh thank God." Ruby said with a sigh of relief. "But, what are we gonna do about energy man down there?" She asked as they both look down at the creature destroying the city.

"Hmmm, something about that guy seems familiar." Spidey said as he stares at the monster.

Ruby turned to him, "You faced this guy before, Spidey?" She asked the masked hero.

"Not really, but I did know someone who fought a guy similar to this one." Spidey answered, as he vaguely remembers that the Hulk used to fight this creature back on Earth. "I think the monster's name is Zzzax, or was it Rozzz?" He thinks to himself.

Ruby brings out her Crescent Rose, ready to battle. "Whatever that thing is called, it's terrorizing the city. We need to stop it!"

"Agreed!" Spidey said as he turns to Ruby. "Ready for another Superhero team up?"

Ruby giggled in excitement. "Are you kidding? Of course I'm ready!" The two jump off the building and face off against Zzzax.

 **BGM- Ultimate Spider-Man Game OST- Electro Chase (Track 3)**

"Yo, Energy Man?" Spidey called out to Zzzax, getting its attention. "How much electricity does it take to power up a lightbulb?" He quipped.

 **"** **Spider-Man…"** Zzzax cackles as he throws lightning at both Spidey and Ruby, who managed to dodge out of the way in time.

"Beating this thing won't be easy." Spidey said as he shoots some web balls at Zzzax, but only to distract him. He then webs up his fists to protect himself from Zzzax as he starts punching it before he gets zapped back to a building.

"Agreed. We need to use long range attacks. Any physical contact without protection will just bite us in the butt. We need water to short it out." Ruby suggested as she fires some bullets from her gun-scythe at Zzzax.

"Huh, when did you become so knowledge about electricity?" Spidey asked, even though he knows the answer.

Ruby turned to him with a smile, "I've been studying." They both see Zzzax throw a car at the two, with Spidey catching it with his webbing.

"So, where is the nearest swimming pool here?" He asked himself while looking around the area. He then spots a water tank on top of a building. "Got it!" He then turns to Ruby, who is still shooting at Zzzax and dodging projectiles. "Ruby, try to lure Energy Man here!" He points to the sidewalk that is underneath the water tank.

"You got it, Spidey!" Ruby said as she jumps over the yellow devil while shooting at it in mid-air. "Come and get me, you walking power plant!" She taunted the monster.

Zzzax follows her while trying to shoot at her with bolts of electricity. She then managed to lure Zzzax underneath the water tank where Spider-Man has taken positioned. "Now Spidey!"

"Alright, Zzzax! Time to get your afternoon bath!" Spidey said while pushing the heavy water tank down to the ground at Zzzax, short circuiting it as is disappears.

"Yay, we did it!" Ruby raised her hand in the air victorious.

"Not exactly!" Spidey said as he jumps down next to her.

"What do you mean?" Ruby asked him until she remembered something that Peter told her. "Right, pure energy can't be destroyed that easily."

"Right." Spidey complemented her. He then crouches down and uses his enhanced lenses to track down the remains of Zzzax, and sees a piece of it flowing into the ground. "I see it!"

"Really?! Where is it?" Ruby asked the hero.

"It went underground. Probably to find some place so that it can be recharged." Spidey says as he gets up.

"So, how are we gonna track it down?" Ruby asked him.

Spidey scratched his head, knowing the answer he'll give her won't be pretty, but he decided to tell her anyways. "Have you ever been down the sewer?" He turned and asked her.

"Uhhh, huh…" Ruby looked at him confused, tilting her head slightly to the left.

* * *

"Uh, this place stinks!" Ruby said while covering her nose as she and Spidey are currently traversing through the stinking pits of Vale's sewer lines.

"Trust me, it only gets worse the more you think about it, so I recommend you don't." Spidey told her as he crawls through the ceiling.

"Who in the world would live here?" Ruby said, looking around the dirty pits and unclean water. She also squeaked a bit when she for sure saw a couple of rats running away.

"Lizards, turtles, all the low lives would use the sewers as their own personal hideout since no one is brave enough to go through here." Spidey answered her, still crawling through the ceiling and tracking down Zzzax with his lenses.

"Hmm." Ruby muttered to herself before thinking of something to pass the time. "So, Spider-Man, I've been curious…"

"About what?" Spidey turned his head to her.

"Like, how did you get your powers exactly?" She asked him. "Is it your Semblance or something?"

"Not exactly." Spidey jumped down to face her as the two stop walking for a minute. "You see, long story short, I got bit by a radioactive spider, and since then, I've been fighting crime and bad guys since I was 15-years-old."

"Really?!" Ruby asked excitedly. "You were as old as me when you started fighting crime!"

Spidey nodded in response. "Yup, and let me tell you, even when I was 15, I had a WHOLE bunch of adventures, the kind that are out of this world."

"Wow…" Ruby said, wondering to herself if her life could be just as exciting. "Do you think that I might be a great hero like you one day?"

"But of course. As long as you use your power responsibly, you can probably even be a greater hero than me." Spidey told her.

"Seriously?!" She asked gleefully, in which Spidey just nods with a "Hm-hm." She then jumps for joy all around the sewer sidewalk. "Yay! I'm gonna be an awesome hero one day!" She was too busy jumping around that she almost fell into the river of the sewer. Thankfully, Spidey grabbed her before she could smell worse than she already is. "Thanks." She scratched her head.

"Well, I don't want my favorite little red riding hood get all smelly now, do we?" Spidey asked as he continues walking. "Come on, we should continue tracking down Sparky."

"Lead the way, Spider-Man!" Ruby said as he catches up to her favorite hero. The two look at each other and chuckled as they continue looking for Zzzax.

* * *

In an unknown area, Spidey lifts up the sewer lid above him. "This is the place." He said as he gets up from the sewer area. He then grabs onto Ruby and helps her up.

"So, where are we anyways?" She asked while looking at all the strange machines in the area.

Spidey looks around for a bit before realizing where they are. "Oh no." He said with a shocked look on his mask. "This is a power substation!"

"A power what?" Ruby asked him confused.

"A power substation! It's where the city receives its electricity from!" He asked her, who now gets a shocked face too as she knows how much trouble that would mean.

"So you're saying that Zzzax thing is gonna drain the city's power?" She asked him. Suddenly, the substation starts to power up as the electricity starts to cackle and get more and more frantic.

"Ruby, let's get out of here!" Spidey grabs onto Ruby and swings to the nearest rooftop. As they land, they see Zzzax start to form, becoming larger and larger as it absorbs more energy.

 **"** **Yeeeeesss…MORE POWER…. UNTIL I AM AT MAXIMUM POWER…!"** The monster said, as it grows more and more until it is the size of a tall building after finishing taking the city's power supply.

Spidey and Ruby watch in horror as they look at the behemoth of the energy creature. "Y-You don't scare us!" Ruby shouted at the building size monster, but only to hide her fear. "We can still take you!" She then turns to Spidey, who continues to stare at the monster scared. "Right, Spidey?" She lowly asked him. "This IS your specialty, right…?"

 **"** **HRRRRAAAAARRRR!"** Zzzax roars out to the two teens.

"What, in over my head and totally outclassed?" He asked her. "Yeah. It kind of is…" He lowly said as Ruby gulps in fear."

* * *

Back at Beacon, the rest of Team RWBYP are in their dorm as the lights go out.

"Hey, who turned out the lights?" Weiss asked from her bed. "Some people are trying to study here."

"I'm sure it'll get fixed soon." Yang said from her bed.

"Uh, guys…" Blake said as she looks out the window. "I think I know why we have no lights."

"What? Did Ozpin forgot to pay for the electric bill?" Yang asked as she and Weiss head towards the window, only to look in shock as they see a 40-foot energy monster walking through the city. "That's bad, right?" Yang asked her friends.

"Clearly…" Weiss replied, still looking outside the window.

* * *

In Ozpin's office, both he and Glynda can see the monster all the way out in the city.

"This could be a problem." Ozpin said while taking a sip from his coffee.

"I'm going out there." Glynda said as she walks out and enters the elevator leaving Ozpin all alone. The headmaster continues to look out into the city while sipping his coffee. "Well, Mr. Parker. Let's see how you can make it out of this one."

* * *

 **BGM- Dragon Ball Z: Battle of Z OST - Track 05**

"SWING FASTER, SPIDEY! IT'S GAINING ON US!" Ruby shouts out as she holds onto Spider-Man as he swings away from the 40-foot-tall energy monster that is slowly chasing them. The civilians run in terror as they escape the monster that is destroying everything in its path. The Vale police force is currently blocking the monster's path as they shoot at it with their guns, but nothing is working on the behemoth.

"Keeping at it, boys!" One of the police officers says towards the rest. "Let's try our best to take this thing down!"

Zzzax roars as he shoots electricity at the police force below, knocking them down to the ground. It then shoots a bolt of electricity at Spider-Man's web line, causing him and Ruby to fall down to the ground.

Spidey hits the ground first, "Ugggghhhh…" As he is about to get up, Ruby falls on top of him, knocking him down again. "Ughhhh…"

"Sorry!" Ruby apologizes as she helps him get back up. They both look at the monster as the police continue to counterattack. "This is bad. I mean really bad." She said.

"Ruby! Spider-Man!" The two of them flinch as they hear Glynda's voice as she approaches them.

"And this has just become a whole lot worse." Spider-Man said as Glynda stands right next to them.

"Care to tell me what is going on here?" Glynda asked them, giving the two stares that could kill a Grimm.

"Ugh, short version, that energy monster called Zzzax has absorbed the city's power supply and is now like 40-foot-tall and is wrecking the city." Spidey explained the situation to her.

Glynda sighed as she shakes her head in disbelief. "How is it that I always find you two in these bizarre situations?"

Ruby shrugged as she doesn't have a clear answer. "I don't know. Bad luck, probably."

"Yeeaah, sorry. I'm sort of MADE of bad luck." Spidey said while rubbing his neck, recalling his infamous 'Parker Luck' always messing up everything. "Anyways, if we are gonna want to take this thing down, we need to drown it into the ocean."

"But the ocean is far from where we are." Glynda answered him. "If we do that, that thing will take out half the city by the time we get it there."

Ruby thinks to herself for a minute before getting an idea. "How about we overload the creature? Cause it to absorb more power than it can already take." She suggested the plan to the two.

"Yes, that could work!" Spidey agreed to the plan.

"How do you know that it'll work?" Glynda looked at Ruby.

"Peter taught me." Ruby replied with a smile.

"Huh-uh." Glynda then turned to Spider-Man. "And did he ever tell you what would happen if this doesn't work?"

"Hey, take it from a guy who fought electric based villains for half of his career. It'll work. Just got to trust us." Spider-Man told her.

Glynda, knowing that it seems to be their only option to save the city, decided to take part in their plans. "Fine, but this better work, or else you two are gonna be in so much trouble after this." She warned the two before heading out to help out the officers.

As the police are doing their best to hold off Zzzax, the creature was about to overpower them until Glynda summons a lightning storm with her crop and pour lightning at Zzzax, causing it to grow bigger and bigger.

"Well that's just perfect!" Glynda said sarcastically, observing how the monster continues to grow in size. She then looks at the two teens. "Ready to hear Plan B, children!"

"We need more power!" Ruby suggested.

"Exactly, and it doesn't matter what it is. Scrolls, batteries, just a few more watts should do it!" Spidey suggested.

Glynda looked at the police force, who are just confused on what to do. "You all heard them! Throw everything you got at it!"

The police force runs up to Zzzax, throwing their guns and belts that has anything electric based. Glynda uses her telekinesis Semblance to take out batteries from parked cars and throws it at Zzzax. Ruby uses her gun to shoot electric bullets at the monster, while Spidey uses his taser webbing to force feed the creature. They all stop to see that Zzzax has grown to enormous heights, completely over towering even the tallest building in the city.

"This is it. We tried everything, but it's too late." Glynda said as they all cover their eyes from looming, tall energy creature.

Ruby then quickly glances at two White Fang goons running off with a crate, presumably full of Dust. "Spidey, look!" She points him to the WF goons running away.

Spidey quickly webs up the goons to the wall and runs up to the crate they were holding, which surprising is holding a bunch of Yellow Dust for them to use. "Great job, Ruby!" He complemented her, who responds with a cute giggle.

Spidey attaches a web line onto the box and starts swinging it around and around in the air, gaining the momentum he needs to throw it at Zzzax. "Time for your late time snack, Sparky!" Spidey said as he swings the box full of Yellow, Lightning Dust at Zzzax. The creature screams in pain as it starts to explode, dispersing its energy to unknown places.

Glynda was able to put up a protective spell around the rest of the group as the lights in the city start to come back on. The people of Vale cheer as they are saved from the energy monster.

"Hey, would you look at that! We're not dead!" Spider-Man exclaimed as he gets up from the floor.

"Awesome job, Spider-Man!" Ruby gives him a high five.

"Well, it was your plan that worked. Of course, I probably would've thought about it sooner or later." Spidey said as he rubs his neck.

Ruby chuckled. "Well, all of this wouldn't be possible if it wasn't for my friend Peter. He was the one who taught me about this stuff."

It was then Spidey's turn to chuckle for a bit before Glynda approaches them. "I will admit, you two did a great job today, even though the city was almost at the risk of being destroyed, but still, good job." She said with a smile.

"Aww, I always knew you have a nice side to ya." Spidey told her.

"Uh-huh. How about you get out of here unless you want to see my bad side?" Glynda told him. She then looks at Ruby, "BOTH of you."

"Uh, yes ma'am!" The two teens nerviously said. Spidey helps swing Ruby back to Beacon, as Glynda watches them swing off in the distance. _"Those two…They are reckless, but I'm starting to see what Ozpin sees in them."_ She said as she starts helping out rebuild the damage caused by Zzzax.

Out far in the distance, on a tall building, the LMD Norman Osborn and Roman look out far from sight. "Whelp, Zzzax didn't last long. Hope your 'team' will actually bring better results." Roman told Norman. "Otherwise, Cinder will have both of our heads."

"Hmph. Trust me, they will get the job done." Norman responded as the two of them start leaving the roof. "And as for Zzzax, I'm sure I might have some use for it again, assuming I can find its pieces that is."

Somewhere in the city, MACH-X finds a small spark of Zzzax and puts it into a small vial he has in his suit before flying off in the distance.

* * *

A few days after the Zzzax attack, Peter and a surprisingly happy Ruby walks out of Oobleck's class with their test scores in their hands.

"Perfect score! Wo-hooo!" Ruby jumps up happy. "Who knew getting almost killed by a living being of pure energy would help tremendously when it comes to a test."

"Heh, well I'm glad you were safe." Peter told her. "Wish I was there to help you out."

"But you WERE there, Pete." Ruby said as the two stop in their tracks.

"Huh?!" Peter said confused, thinking that she might've found out about his secret.

"What I mean is, if it wasn't for your tutoring, me and Spider-Man would've never beaten that Zzzax monster, so thank you." She hugs Peter, who lets out a sigh of relief before returning to the hug to her.

"Hey, it was no problem." Peter let's go of the hug. "It's what friends are for, right?" He asked.

"But, you're like more of a friend, you're almost like a big brother to me, actually." Ruby said with a smile. "You cheer me up when I'm down, you help me out when I desperately needed it, you always protect me when things go south, so…thank you."

"Ahhh…" Peter smiles as he ruffles Ruby's hair, causing her to giggle. "I'll admit, you are definitely like the little sister I never had, but I am glad to have one." They both start walking down the hall together. "Come on. Let's get something to eat before we continue our tutoring sessions."

"Yaaaaay! Thanks, big bro!" Ruby said happily.

Peter chuckled. "That is gonna take some time to get used to." He said as they walk out of the hall.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Goblin:** ** _I…am the Green Goblin. Despite my new power, I still feel like I am still incomplete in a way, still haven't unlocked my full power. But what is it? Is it this 'Aura' the people of this world keeps talking about? It might be it; I can feel it. But it feels completely different from the rest, almost…demonic. Maybe I'll get my answers when I visit Menagerie, ask the former leader of White Fang, he might give me the answers I need._**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Demon_**

 **Goblin:** ** _I will soon prove that I am superior to Parker to him in every way, no matter what I have to do to show it._**

* * *

 **KFX here: Whelp, Goblin's back again, and it looks like he's interested in unlocking his own Aura which, just like Peter's, is pretty unique, and dangerous. And also, I have completed the outline for Volume 1 of this story, with Issue 30 being the last one before moving onto Volume 2, when things get** ** _a bit_** **crazier, but I'll talk more about that later on.**


	26. Vol 1 Issue 23: Demon

_Vol 1 Issue 23: Demon_

Right now, in an unnamed forest, the Green Goblin is currently 'fighting' against another one of Salem's inner circle, a man by the name Tyrian Callows. Now usually, this Faunus is psychotic and quite unstable, but that's when he fights _normal_ opponents. With the Goblin, however, all of those traits of his are now replaced with absolute fear as he runs in terror.

"Get away from me!" Tyrian yelled at his hooded foe, trying his best to run away from the monster, but the Goblin isn't giving him the chance as he jumps in front of him and punches him hard to the ground.

 ** _"_** ** _Come on. Are you even giving me your best? I thought you were supposed to be insane, but you are just like the other low lives in this world."_** Goblin said with a smile as Tyrian slowly gets up from the floor. What the monster doesn't see is Tyrian's eyes turning dark purple as he uses his stinger and stings the Goblin right in the chest without his notice.

"AAAHAHAHAHA!" Tyrian laughed maniacally as he successfully stung the Goblin. "How do you like that? Now my venom will kill you and there is nothing you can do to stop it. HAHAHAHAHA!" He laughed again. His laugh slowly started to go quiet when he sees the big, evil grin right inside Goblin's hood.

 ** _"_** ** _Fool!"_** Goblin said as he puts his hand onto Tyrian's stinger and proceeds to crush it, causing great pain to the insane Faunus. **_"Do you really think that something as pathetic as poison could kill me? HAHAHAHAHA! Moron! I have surpassed those pathetic weaknesses!"_**

Goblin squeezes harder onto Tyrian's stinger as he proceeds to twirl him around in the air fast enough until he accidently rips off his stinger as Tyrian crashes to a couple of trees nearby. Goblin looks at the unattached stinger in his hand, **_"I broke him? Pity."_** He throws the stinger away. **_"I was just beginning to have fun."_** He then looks around to see that Tyrian has escaped somewhere deep in the woods, but Goblin is not worried, as he vanishes without a trace.

"Got to get out here! Got to get out of here!" Tyrian repeatedly told himself as he struggles to run in the deep, dark forest. "That guy is more insane than me! I can't beat him!" He stops for a moment to catch his breath, until he hears the Goblin's faint laughter somewhere in the forest. Tyrian gets scared again, as he proceeds to run frantically again, with the laughter now starting to get louder and louder until he trips on a broken branch on the ground.

 ** _"_** ** _Well…what do we have here?"_** Goblin asked himself as his shadow looms over the frighten Tyrian.

"Please don't kill me! I'll do anything you want! ANYTHING!" Tyrian pleads with Goblin, as his fiery hands start to get closer and closer to his face. "No! No…!"

"NOOOOOOOOOOO!" Tyrian screams his lungs out so that the entire forest could hear his dying scream, causing the birds in the air to flock away frightened.

* * *

Back in his Hellcarrier, Goblin is currently in the bridge, looking at the big, blue sky through the big windows as he thinks to himself aimlessly.

 ** _"_** ** _Hmmmm…"_** Goblin muttered to himself. **_"Something is still missing. Something is still not yet complete."_** Goblin looks at his hand, turning it over and over as he continues to lowly talk to himself. **_"I still feel incomplete…unbalanced…"_** He puts down his hand as he continues to look out through the window. **_"Whenever I use my power, my primal power, the ISO-8 in my body always seem to mostly react to Spider-Man's DNA, not my own."_** He lowly reminded himself, since when he first became the monster Goblin, he used both his DNA and Spider-Man's DNA to get these new powers of his before he later enhanced it with the ISO-8. **_"Why is it that my DNA is barely reacting to the ISO-8? I know Parker's DNA holds a bunch of potential, but my DNA should be superior to his, in every shape possible."_** He clenches his fist, which starts to catch on fire before he powers it down. **_"Not even the ISO-OZ formula can seem to unlock my fullest potential. Why is that? I can definitely feel something in my DNA, a great power that will truly give me complete and total power, the kind that will finally secure my place in the universe. But how do I unlock it? There must be some way for me to finally achieve my ultimate form, my true and dominating power."_** He raised his hand in the air, creating a fist to show he means business.

One of the door that leads to the main bridge opens, as a Goblin Gang member walks in, interrupting his master. "Sir, I'm sorry to walk in while you are busy, but I want to inform you that we are close to Menagerie."

Goblin turns his head to face his minion. **_"Good. Now tell me what I need to know about this place."_**

The minion nodded as he is about to explain to Goblin what is Menagerie. "Simply put, Menagerie is where most of the Faunus population are currently living in now, considered a safe haven for them after the Great War. Apparently, the former leader of the White Fang currently lives there as their Chieftain."

 ** _"_** ** _Hmmmm…Interesting."_** Goblin said, putting his hand under his chin. _"I wonder if the former leader of the White Fang might have the answers that I might seek."_ He mentally told himself before turning back to his minion. **_"Thank you, my child. This information should prove nicely for me."_**

"Thank you, master." The minion said. "One question though…" He said, catching his master's attention. "Do you plan on turning the former leader to one of your goblin minions, sir?"

 ** _"_** ** _No, not yet."_** Goblin answered him as he proceeds to walk towards his minion's direction. **_"I think it would better to let the former leader see how much has changed to his former organization after I am done with them."_** He lets out a big, devious grin on his face. **_"The look on his face when he sees the… 'improvements' I made to the White Fang."_** Goblin then walks out the room. **_"Now for this operation, I want to change things up a bit. I don't want to go down there looking like this. I think it is time that I blend in with these Faunus."_** He said before closing the door.

* * *

It is a nice and sunny afternoon at Menagerie. Almost the entire population is filled to the brim with Faunus, with some of them holding some food stands for the people that want to buy some fruit or bread.

"I never expected this place to be so…crowded." Norman Osborn said to himself as he stands in one place, looking at all the different Faunus just enjoying themselves, not having a care in the world. Right now, Norman is wearing some regular, everyday clothes, sporting a brown jacket and some blue pants. And, to avoid suspicion of him being 'human,' Norman uses his goblin powers by turning his skin green and sprout small horns on his head, but everything else about him is still normal. He's like in a between stage of being human and being a goblin.

Norman walks around the town, observing the people and their architecture. "These people seem really happy with themselves." Norman told himself as he walks around the town. "But deep down, they wish they weren't confine in this island, separated from the rest of the mainland." Norman scoffs. "Don't worry, everyone. One day, you will all get your wish of being equal to the humans. I promise you that."

While Norman was busy talking to himself, he didn't see the woman that was in front of him as he bumps into her, causing her to fall down. "I'm sorry, Miss. That was careless of me." He apologized to the woman as he helps her up.

"That's okay." The woman said. "I should probably be more careful myself next time too."

The woman is a Faunus, as evident with the cat ears. She has black hair and yellow eyes. She has short hair and three gold piercings on her cat ears - two on her right, one on her left. She wears a black hakama and sandals with white tabi socks. Over her outfit, she wears a black shrug with a long right sleeve and a short left sleeve with gold leaf trim along the opening on the front. On both arms, she wears long, black arm warmers that extend to the middle finger. The left one has a purple band tied around the top and a pair of gold bangles around the wrist. Around her waist is a black and gold sash that trails behind her, with a gold flower-shaped buckle at the end.

"Hmmm." The woman stares at Norman's weird appearance. "I never seen a Faunus like you before. Are you new here?" She asked Norman.

"Yes, but I'm here only temporary." Norman shakes hands with the woman. "My name is Mason Banks." He gave her a fake name to hide his true identity. "I'm an explorer, but I'm also a scientist, one that likes to research about our evolution, both humans and Faunus."

"That's interesting." The woman said with a smile. "My name is Kali Belladonna. Nice to meet you, Mr. Bank."

"Likewise." 'Mason' too responded with a smile.

The two begin to walk together through the town as they continue talking. "So, is there any reason why you are here, Mr. Banks?" Kali asked him.

"I was curious when I heard that there was a safe haven for Faunus here. As an explorer, I want to know more about this place, see if I can do anything to help out the people here." 'Mason' explained to her. "I am aware that both the Faunus and the humans don't really see eye to eye a lot, and with the number of Grimm that is rising every day, I want to do everything in my power to change our fates."

"That sounds incredibly noble of you. Are you perhaps a part of the White Fang?" Kali asked him.

Mason flinched for a second, but thankfully Kali didn't see it. "No, I'm not. I've heard stories of how the White Fang act, and let me just say, I am not a fan of their actions."

Kali let out a sigh of relief. "That's understandable. Ever since the previous High Leader stepped down, the White Fang have become more aggressive than before. Now the world sees them as terrorists or monsters." She finished with a frown.

"That's why, one day, I want to create my own group, one better than the White Fang, one that will finally help get both humans and Faunus together." Mason explained to her, who lets out a small smile after hearing that. "But if were to truly come together in peace, I need to know how far we can evolve."

Kali looks at him with a confused face as they continue to walk around. "How does evolution play into this?" She asked him.

"While most humans and Faunus don't see it, we are very similar to one another, with only a few difference here and there." Mason explained to her. "And if we push ourselves to evolve pass our limits, we will all soon become equal beings. It all comes down to the genetic code."

"I'm no scientist, Mr. Banks, so I don't really understand what you are talking about." Kali admitted to him. "But if what you say is true, then perhaps one day we can all become equals. No more seeing each other as humans of faunus, just regular people."

"Indeed. We definitely have the potential to become just that. Unfortunately, I don't know if I have that same potential." Mason said as he places his hand on his chest.

"What do you mean?" Kali looked at him.

"For a while, I feel like something is missing, something…incomplete about myself. It's part of the reason why I am an explorer, to learn more about myself and my limits. But, through all my travels, I haven't gotten the slightest hint of my true potential." Mason said as he lets go of his hand from his chest.

"Then perhaps my husband can help you with that." Kali said, confusing Mason. "My husband should be able to understand some of your goals."

"What does he know that might help me?" Mason asked her.

"My husband is the Chieftain of this place, as well as the former High Leader of the White Leader." Kali told him.

"Really?!" Mason said, a bit shocked that he was talking to the wife of the former White Fang leader. "That would be great. This will help me tremendously." He said with a smile.

"Come on, I'll take you to our house." Kali said as the both of them continue walking to her place.

* * *

The two arrive at the far end of Kuo Kuana, where Kali's house is located. Her house is a very large, multilevel house with wooden siding and brown roof tiles. 'Mason' stands outside the house, observing the nice architecture before heading inside with Kali.

"Honey, we have a guest!" Kali yells out from inside the house.

"Hmm. A visitor." A voice says as someone approaches the two. In front of Mason is a tall, muscular man with black hair, a beard and yellow eyes. For his top, he wears an open dark violet coat with white fur trim, exposing his hairy chest. Over his beige pants is a matching sash that wraps around his waist and is secured with a large, silver metal buckle. On the shoulder of his coat is a silver metal spaulder, which through a pair of curved strips across the chest attaches as a clasp on the opposite front panel of the coat. The white toes of his black leather boots have a shape reminiscent of paws with claws at the tips.

"Who might you be?" The tall man asked while crossing his arms, looking at Mason. "I never seen a Faunus like you before.

Mason walks up to the man. "My name is Mason Banks, sir. I'm a visitor here."

The tall man smiles as he gives Mason a handshake. "It's nice to meet you, Mr. Banks. My name is Ghira Belladonna." Ghira introduced himself to him. "So what brings you here to our fair city?"

* * *

"Ahh, I see…" Ghira said. Mason has just finished explaining his story to him in his study room in the upper floor of the house. Kali is there sitting next to her husband as Mason sits across from them in another chair. "While I don't fully understand what you hope you accomplish, since I'm not a scientist, but I am happy to find someone that wants to help reconnect our world."

"I am happy to hear that from you, Mr. Belladonna." Mason said as he sips some tea made by Kali.

"Please, just call me Ghira." Ghira said with a smile. "So, you said something about yourself is missing. Do you perhaps it might be related to your Aura?" He asked him curious.

Mason lets down his tea. "I don't know. I'm not entirely sure if I do have any Aura." He honestly said, since he believes that since he is from another dimension, people like him or Spider-Man don't have any Aura.

"Nonsense." Ghira said with a chuckle. "Everyone has an Aura. As long as you have a soul, it doesn't matter where you are from, as long you are not a Grimm, are you?" He stares at Mason.

"N-No, no. I'm clearly a Faunus." Mason said.

Ghira stares at him for a second before smiling and laughing again. "Of course you are not a Faunus. I'm just messing with you." He said as he continues to laugh.

Kali just shakes her head a bit embarrassed. She then looks at Mason. "He likes to do that. Sorry." She apologized to him.

"That's okay." Mason told her. "We all need a good laugh every once and a while." He said with a smile. He then looks back at Ghira, who just finished laughing. "So you think…that I might have an Aura of my own?"

"But of course, my friend. I can tell from just looking at you is that yours is unique." Ghira said.

Mason raises an eyebrow. "What makes you say that?" He asked curiously.

"Well, for starters, you are not unlike any Faunus I've ever seen." Ghira said as he looks at his horns and green skin. "Not only that, but I also sense something very different from you, one that I can't properly describe." He said while tugging his beard.

"What do you mean?" Mason asked him.

"I'm not entirely sure, but whatever it is, it's dangerous. I can tell." Ghira said, now sounding more serious.

"Really?!" Kali asked while looking at her husband and then looking at Mason.

"How dangerous are we talking about here?" Mason asked him.

"I cannot say, but I recommend you be careful, Mr. Banks." Ghira warned him. "Whatever your Aura is, it might be hard to control. You'll need a master if you hope to control this power."

"You think I can control this power?" Mason asked him.

"Of course. Power like that shouldn't go unchecked." Ghira answered him. "If you want to accomplish your goals of helping the world, it would make sense if you can. And besides, I'm sure as any scientist in this world would be curious to see what this could truly mean. You get what I'm saying?" He asked Mr. Banks with a smile.

"Hmph." Mason smirked. "You do know me pretty well." He said as he gets up from the couch. "I should be going soon. Thanks for the talk."

"It was my pleasure, Mason." Ghira said as both he and his wife get up from the couch. "Before you go, perhaps you want to read some of the books I have in store here. You might be quite interested in some of them." He points to the books on the shelves next to his desk.

Mason walks up to the bookshelves next to the desk until he spots a small picture frame on his desk, with an image of a teenage girl. "Who's this?" Mason asked Ghira as he looks at the image.

Ghira and Kali walked up to him as he holds up the picture frame. "Ah, that is out daughter, Blake. She's currently studying at Beacon Academy over at Vale." Ghira answered his question.

"Do you, by any chance, have a child of your own, Mason?" Kali asked the scientist.

Mason frowns as he puts down the picture of Blake. "I _had_ a son, but he was killed months ago. My poor boy, Harry…" He said, remembering how it was he himself that killed his own son.

Ghira and Kali looked at him in shocked. "We're sorry for your lose, Mason." Ghira apologized to him.

"Yes. Sorry that I brought it up." Kali said frowning as it was a mistake of reminding him of his son's death.

"It's okay. I can't my son's death haunt me forever. I have to move on if I want to focus on today." Mason told them.

"Hah, as you should, Mason." Ghira said as he puts his hand on his shoulder.

"I am glad that Vale has someone like that Spider-Man fellow protecting our daughter and the people there." Kali said with a sigh of relief.

"Spider-Man?" Mason asked with fake confusion since he knows that Spider-Man is there currently in Vale.

"Ah yes, Spider-Man." Ghira tugged on his beard. "From what I've heard, the kid's reckless and headstrong, but I do like how there is someone out there protecting both Faunus and Humans alike.

Kali cups her hands together as she smiles. "I hear our daughter is also friends with the guy that takes pictures of Spider-Man. I believe his name is Peter Parker."

 _"_ _Peter Parker?!"_ Mason mentally said, a bit surprised that Peter is actually a part of Beacon Academy.

"Isn't that kid human, if I remember correctly?" Ghira asked curious.

"From what Blake said in her letters, yes. But she also talks about how he has a sweet heart for both humans and faunus, and would do anything to protect his friends." Kali said, happy that their daughter is great friends with someone like Peter.

"Hmmm. I suppose he can't be too bad. I would like to meet him someday." Ghira said with a small smile. "I just hope that there isn't a _connection_ between the two."

"Judging from her letters, Blake does put this guy in high regard." Kali said with a smile, causing her husband to groan.

While the two were talking to each other, 'Mason' has been quietly thinking to himself. _"Peter Parker. Should've known Beacon is where you have been hiding. While I was focusing on my plans, I haven't been giving you much attention lately."_ Mason grins to himself. _"I should start keeping a closer eye on you, and I know the person that will help me with that."_

Mason proceeds to start walking out of Ghira's study. "I should go now. I have other things to take care of."

"Why, yes. It was nice speaking to you, Mr. Banks." Ghira said to him.

"Hope you find what you are looking for." Kali said as he leaves out the room.

He gives the two a smile before he leaves, not knowing the kind of devilish plans he has in store for the entire world.

* * *

Nighttime has now reached Menagerie. Most people are already in their homes sleeping. The only exception are three White Fang members, Brothers Corsac and Fennec Albain, and llia Amitola, as they are walking in the quiet streets of the town before they hear something.

"What was that?" llia asked as the three of them stopped walking.

"What was what, llia?" Corsac asked her.

"Did something happen?" Fennec asked her as well.

"I heard something. It's close." Llia said as she gets her whip out ready for combat. She hears a low, monstrous growl close to their location. As she looks around her area, she spots something big from the sky. "What is that?!" llia shouted, as the three of them look above themselves to see some sort of monster in sky, wearing some sort of cloak covering its entire body, but they can see the evil, red glow from its hood as it drops down in front of them. "Who are you, creature? Some sort of Grimm?" llia asked the monster with her whip in her hand.

Without saying a word, the monster lets out a slightly louder growl as it immediately charges at the three, unprepared for the dangers that they are about to encounter.

* * *

"AAAAAAAAAHHHHH!"

Ghira, from his home, runs out the door when he heard the scream. "What was that?!" He asked himself as he follows the scream of people in danger.

Ghira managed to arrive at the spot of where he heard the scream, and finds the two White Fang brothers down on the ground unconscious. The Chieftain hurries to their aid. "Corsac! Fennec! What happened to you two?" He asked them as he shakes their bodies.

Fortunately, Corsac was able to wake up, still dizzy and weak. "We were attacked by some sort of monster. Llia is currently facing it right now…" He lowly said to Ghira.

"Really? Where is she?" Ghira asked him. Suddenly, he sees Llia thrown to the ground next to him unconscious. Before he could go to her aid, he sees the hooded beast that attacked them as it appears right in front of him with a low growl. "What the…Are you the one that attacked them?" Ghira angrily asked the monster.

The monster doesn't say a thing except just evilly grin under its hood. "Who are you?" Ghira asked him again, now sounding more demanding. "You are definitely no monster. No, you are more than that. You must be some sort of demon, are you?"

The monster tilts his head sideways from what he just said about a 'Demon.' **_"Demon…Yes, that's who I should find."_** The monster lowly said to himself before vanishing into thin air, leaving Ghira confused wondering where the creature went to.

"What was that thing?" Ghira asked himself confused. He then hears the slight groan from Llia as he hurries to her aid.

On top of a nearby rooftop, that monster, which is actually Goblin, is watching him helping the White Fang members up. **_"Hmph. It doesn't matter what you do, they have already been infected by my formula."_** Goblin lowly laughs to himself before switching topics. **_"But I must thank you, Mr. Belladonna, for all your help. Now, I not only know that I have an Aura, I also know that it is indeed a unique one, one that will surely give me complete control over my power. And that power I am feeling…is that of a demon."_** He said, raising and clenching both his fist together. ** _"And the only way to unlock the power of this 'Demonic Aura,' is to learn from a demon himself, and I know the perfect candidate who will help me."_** He said before jumping from building to building. **_"After all, he was the one that perfected that 'one' move I used before, which was obviously imperfect when I used it. He is gonna help me unlock my true power, whether he likes to or not."_** He finished before laughing maniacally in the night sky.

* * *

 **** ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. Yang, what did you drag me into?**

 **Yang: Well, I asked if I could tag along to see how you take pictures of Spider-Man. How did I know we were going to fight against Water Boy and that guy in the high tech suit?**

 **Peter: So this wasn't a date?**

 **Yang: I, uh, didn't say that. Not at all.**

 **Peter: You sure? I see you blushing. Anyways, let's just get this over with. My love life is already a disaster.**

 **Yang: I never said it was a date!**

 **Peter: I still see you blushing.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _First Date_**

 **Peter: There is a reason why I stopped dating!**

* * *

 **KFX here: Goblin knows who Blake's parents are. That isn't good. Will he turn them into Goblins? Nope, not now. As for his Aura and who is gonna help him unlock it, find out in Volume 2. I already left some hints on who might help him unlock his 'Demonic Aura.' I do hope you guys enjoyed this chapter and the next. The next one will be pretty good I'll say, but also pretty important as well.**


	27. Vol 1 Issue 24: First Date

_Vol 1 Issue 24: First Date_

 **Beacon Academy**

It's a nice, quiet afternoon at Beacon Academy as Peter is walking out of his last class of the day with his backpack in arms, walking down the hall until he hears a voice calling for him.

"Peter!" Peter turns around to see Weiss coming towards him.

"Hey, Weiss. How's the ice?" Peter asked her, causing her to give him an annoyed look.

"Enough with the jokes, Peter." She told him annoyed. "Seriously, it's like everyday both you and Yang are getting more and more worse with those jokes." She crossed her arms as they both start walking down the hall.

"Well someone got to cool you down whenever you blow off steam." Peter said before chuckling to himself, causing Weiss to growl at him annoyed.

"Anyways, what are doing now since classes are done for the day?" Weiss asked her curiously.

"I have to get back to the lab, continue helping Yang with her new gauntlets I promised her." Peter replied.

"You two have been working together for a while now, have you?" Weiss asked him with a smirk on her face.

"Yeah, what about it?" Peter asked her, wondering what she meant by that.

"Have you asked her out yet?" Weiss asked him.

"Of course not!" Peter immediately retorted, but she can see the small blushes on his cheeks.

"Why? I thought you said you liked her?" Weiss asked, with her smirk still present on her face.

"I only said we would make a cute couple." Peter reminded her. "Besides, I'm not in the mood to go out dating, and I doubt Yang would go out with someone like me."

"You sure?" Weiss asked curious. "She always like to flirt with you whenever I see you two." She brought up.

"Yang likes to flirt with EVERY boy she sees. I'm no exception." Peter argued. _"Just like another girl I know."_ He mentally told himself, referencing Felicia Hardy, the Black Cat back on Earth.

"I don't know. The way she does it to you seem different. I think she might have a crush on you." Weiss believed.

"Yang has a crush? On me?" Peter said, finding it hard to believe that is true. "I REALLY doubt it. She's not one that would have crushes."

"You really don't know much about girls, don't you?" Weiss asked the hidden vigilante.

"I do…sometimes." Peter lowly said.

"Well that explains why you are so ignorant." Weiss said.

"What does that mean?" Peter retorted.

"Oh nothing." Weiss said with a small smile on her face. "Anyways, you better hurry. You don't want to keep her waiting." She said as she starts walking away from Peter, leaving him by himself to groan.

* * *

 **BGM- Dragon Ball Super OST- Like that Cloud**

Peter is walking outside in the courtyard as he makes his way to the science lab to meet up with Yang.

 _"_ _A crush. On me, huh."_ Peter mentally told himself as he continues walking down the courtyard, passing by all the students who are just enjoying their time. _"Even if that is true, I don't think it's a good idea to be in love with a guy that battles supervillains for almost all his life, especially the kind that get your love ones in danger. I learned that the hard way."_ Peter closes his eyes as he remembers Gwen Stacy, one of his first friends back on Earth, and the first one he loved. _"Gwen…If you didn't get so involved with me, then maybe the Green Goblin wouldn't have come for you. But you did, and because of that, you died because of me. It didn't help that you died hating Spider-Man since I was partially responsible for your father's death."_ He sighed as he remembers how Captain George Stacy sacrificed himself to save a small boy during one of his battles against Doc Ock. It was also during this time is when he revealed that he knew Peter was Spider-Man before he died in his arms. Peter put his hand on his face as he feels sorry for himself _"Mr. Stacy, I promised to look after your daughter after you died, but I failed, all because I had to go out and play a hero."_

He sighed again as he looks up into the clouds, remembering Mary Jane Watson, his next door neighbor back at Queens. _"Mary Jane…After Gwen's death, she was there for me when I needed her the most. After she broke up with Harry, she eventually started dating me for a little while, that is until Harry decided to become the next Green Goblin after his father's 'demise' and kidnapped her, Aunt May, and even Flash Thompson of all people! After that event, the two of us thought it was best to split up but still be friends, not wanting to repeat the Gwen Stacy event all over again. I was sad, but it was for the best."_

Peter walks up to a tree and lays flat down in its shadow as he continues thinking to himself. _"And then there's Felicia Hardy, the Black Cat. Professional cat burglar, and sometimes my partner. We even actually dated for a while as well, to the point I revealed my identity to her. That was a mistake, since Cat only seemed to be interested in the man with the mask instead of the man without it. Because of that, we broke up, since she seems to not care about Peter Parker."_

Peter sighed for what seemed to be the 10th time in a row as he looks at the tree bushes above himself. _"No matter what I do, my love life always seem to suck. When I date normal people, they are at risk of getting killed when my enemies find out about them. When I date those that do have skill, they might be interested in only the hero, not the guy behind the mask."_ Peter gets up from the ground. _"If I want to protect those I love and care about, it's best if I don't hook up with anybody. It might be for the better."_ He thought to himself, putting his hands in his pockets as he starts heading towards the lab depressed.

* * *

In the science lab, Peter is currently helping Yang build her new and improved gauntlets for her. The two have been working on them for like three hours, well it was mostly Peter working on them. Yang was just sitting next to him, looking distracted.

"Okay…" Peter said, lifting off his face mask after making more progress on the gauntlets. "I've managed to incorporate some repulsor energy into your gauntlets." He said.

"Hmmm." Yang muttered as she stares at Peter.

"Now you can shoot out little repulsor blast in case you run out of ammo, so I recommend you use it wisely." Peter advised her.

"Hmmm…"

"Not only that, I've made sure these new gauntlets are much faster than your old ones, so expect some faster reload times and what not." Peter continued rambling to the distracted Yang.

"Hmmm…"

"Of course, we still have to install a shock feature into your gauntlets as an emergency failsafe, and maybe like a small shield to protect yourself, and what about…" Peter said until he notices that Yang doesn't seem to be listening to his rambling. "Yang, are you even paying attention?" He asked her.

"W-What?" Yang got out of her trance. "O-Oh yeah, I was paying attention. You installed the…what now?" She asked him, causing him to face palm.

Peter sighed. "I'll tell you later." He gets off the chair he was sitting on. "Anyways, guess that's it for today." He said while stretching his arms.

"Oh, Peter, just wondering." Yang started, catching his attention. "Could you, I don't know, help me with some science homework? Tutor me on some future assignments, you know, like you are doing with Ruby now?" She asked while twirling her hair while looking away from him.

Peter raised an eyebrow before shrugging. "Sure. It's not like I have anything better to do now."

"Yes." Yang lowly said to herself as she fists pumps without Peter noticing.

* * *

So at Yang's request, Peter offered to tutor her in the lab, helping her with her science homework, which only took like 30 minutes thanks to him being a major science nerd.

"…Aaaaand that's it." Yang excitedly said as she writes down the last answer to her science homework. She then gets up as she stretches her arms after a hard day's work.

"See? Was that so hard?" Peter asked with a smile, with Yang responding with a smile of her own.

"Not when I have the best tutor in the school." She said. "No wonder Ruby has been acing her tests lately. You're amazing."

"Well, I try." Peter said as he gets up from the chair. "So, I'm hungry. Want to get something from the cafeteria?" He asked her.

"Sure." She answered with a smile as the two head out the lab to go grab a bite to eat.

* * *

The two jokesters got themselves some burgers and decided to eat on top of their dorm's rooftop, looking out at the beautiful, blue sky.

"So, question…" Yang started as she bites down on her burger. "How do you get pictures of Spider-Man actually?" She asked between bites.

"Why do you want to know?" Peter asked as he bites down on his burger as well.

"Just curious." Yang replied.

"Well, I can't tell you." Peter answered her while taking another bit from his burger.

Yang moved closer to him. "Why not?" She asked him.

Peter turned his head to her direction. "It's a Parker Secret. Only those in my family know how I take those amazing pictures."

"Hmmm, guess that means I have to be 'Mrs. Parker' to find out then." She said with a smirk on her face, causing Peter to spit out his food from her response.

Peter nervously laughs. "Your…kidding, right?" He asked her.

"Maybe." She answered, with her smirk still present, causing Peter to groan. She then thought of a brilliant idea. "Hey, how about tonight, I come with you when you are trying to take pictures of Spider-Man." She suggested, causing Peter to let a lowly "Eh…" in response. "Come on, it'll be fun. Pleeeeeaaassse?" She plead to him with puppy dog eyes.

Peter doesn't want her to get involved with anything that might risk her life when he's out as Spider-Man, but he also can't ignore her request either. After a few seconds, he sighed and gave her an answer, "Alright…you can come."

"Ah, thank you! Thank you! Thank you! Thank you!" She repeatedly said as she hugs Peter, causing her to gasp in pain again.

 _"_ _I'm gonna regret this, aren't I?"_ Peter thought to himself as he tries to escape Yang's grasp.

* * *

That night, the two comedians walk out in the quiet, city night of Vale. "So, where do you go to find Spider-Man?" Yang asked as she looks around her area.

"I usually just walk around until I find something suspicious looking." Peter answered her. "Once I do that, I just follow it back to the source and wait for Spider-Man to show up, assuming he actually appears." He said while rubbing his neck.

"Well that sounds like it'll take forever." Yang sighed as she puts her hands behind her head.

"That's why I thought it wasn't a good idea for you to come." Peter spoke up. "Knowing you, you might want the action right away even though this stuff requires patience."

Yang turned to him. "I can be patient." She argued, but Peter doesn't buy it as he raises an eyebrow. "Sometimes…"

"Uh-huh." Peter said as they walk across the street when there is no traffic.

After like a minute of silence, Yang decided to start another conversation. "Sooo, Pete." She started, gaining his attention. "Have you, I don't know, been on dates before?" She asked him.

Peter is confused on why she randomly brought that up, but decided to answer her question anyways. "Yeah, but not for too long though. I've always had to leave in like the middle of a date to do a job." He answered honestly, since half of the times he goes out on dates, he has to leave to go take care of some bad guy, which spoils his relationship with Gwen and Mary Jane. "How about you? Have you ever been on a date before?"

Yang nervously laughed to her as she scratches her hair in embarrassment. "Not really, I'm afraid."

"Huh, why would no one go out with a fun girl like you?" Peter questioned, causing Yang to slightly blush to herself. Suddenly, Peter's Spider-sense goes off as he looks around the area. "Huh?"

"What's wrong?" Yang asked him. Peter points her to two White Fang goons running to some alleyway. "The White Fang? What are they doing now?"

Peter faced her blond friend. "Want to come with me and find out?"

Yang faced her friend with a smirk. "I came here for that very reason, didn't I?"

Peter nodded with a smile. "Alright. We'll follow them topside. Grab onto me."

Yang agreed as she hold onto Peter. Then, using his amazing strength and agility, he wall jumps onto the rooftop and leaps over to the roof where those White Fang guys were heading towards. The both of them see that the goons are about to ride a truck that they stole. "Let's stay on top of that truck. Find out where they are headed." Peter suggested.

"And when we do, we take them all down, right?" Yang turned to him.

"Sure, but we're gonna have to do it quietly." Peter told her.

Yang groan at the response since she wants to do it the loud way, but she understood why they have to do it, since they don't know where they are headed to in the first place. Peter activates the stealth mode on his Webware and grabs Yang again so this time she could be camouflaged too. With Yang on hold, Peter slides down the wall and hops on top of the truck quietly, so the drivers don't know they have uninvited guests as they drive off to somewhere unknown.

* * *

After 30 minutes of driving, the two teens find out that the truck is headed towards a warehouse. "Another warehouse?" Peter whispered. "These White Fang guys seriously need to find a new place to meet up if they want to avoid suspicion."

"It's like they are begging someone like us to barge in and wreck their plans." Yang whispered to him. As the truck parks outside the warehouse, where a dozen more White Fang goons show up as it parks, Peter and Yang hop off to the top of a big metal crate, still in stealth mode.

The goons who were driving the truck hop off and meet with their friends. "What are they saying?" Yang whispered, since they are a bit far away to listen to the conversation.

"Hold on." Peter presses some buttons on his Webware so they could hear what the White Fang are saying. "Alright, got it." He bumps up the volume so that he and Yang can hear what the WF are saying.

One of the White Fang starts talking to the WF driver. "Have you brought the Dust?" He asked him.

"Yeah, we have." The driver walks behind the truck and opens it from the back, showing them like three boxes filled with Dust.

"Good. We already called in someone to pick it up just in case the bug starts showing up." The goon told the driver.

Back on the metal crate, Peter and Yang heard all what they just said. "More Dust? Just what does the White Fang plan on doing with that much Dust? Throw a surprise, birthday party for Torchwick?" Peter asked in a whisper.

"I doubt it's to create fireworks, that's for sure." Yang quipped.

"That would be cool to see when you think about it." Peter told her.

"Totally! Perhaps you can build some for the team." Yang said with a smile, even though it's hard to see in stealth mode.

"When it's July, I'll consider it." Peter replied.

Unknown to the both of them, there is someone watching them out in a nearby rooftop. That person is MACH-X, using his high tech armor to see the two teens even in stealth mode. He fires a miniature bomb from his wrist and at the metal crate the two of them are crouching on top of as it starts to beep.

"Peter? Is that you humming?" Yang asked as she hears something beeping close to them.

Suddenly, Peter's Spider-sense goes off. "I think it's a…" He got interrupted as the bomb went off, destroying the metal crate they were standing on as they fall to the ground, now out of stealth mode. "…bomb." He said in pain as he slowly gets up from the ground.

"Uhhh, makes sense." Yang said as she rubs her head after the explosion. "Do all your dates usually involve an explosion?" She asked Peter.

Peter looked at her. "Who said this was a date?" He asked confused.

Yang blushed as she waves her hands to protest. "I-I never said that!"

"Uh-huh." Peter said as he turns his head around, only to be surprised that they are surrounded by the White Fang in the area.

 **BGM- Dragon Ball Xenoverse 2 OST - Archipelago Stage / West City Ruins Stage**

"You should've stayed home, kids." One of the White Fang as they slowly surround them. "Now it's time to put you out of your misery."

"Oh, this definitely doesn't look good." Peter said as he walks back from the White Fang in front of him.

Yang, however, smirks at the situation she's in. "For them anyways." She activates her gauntlets, ready for combat. "Got your weapons too, Pete?" She asked him.

"Heh!" Peter smirked as he activates his bracelets, transforming them into his own gauntlets: The Iron Avenger. He smashes his red and golden fists together, "You bet!"

One of the White Fang growl at their smug attitude since they think the two of them can beat this small army. "Stupid kids! Prepare to die!" The entire White Fang goons start shooting at both Peter and Yang, but luckily, Peter uses his repulsor energy from his gauntlets to surround the two of them in a force field, protecting them from the bullets. The goons stop firing as they try to figure out why their bullets were not having any effect on them. "What the?! How are they still alive?!" One of the goons said in awe.

The two jokesters smirk as they get ready to counterattack. "Our turn!" Peter said as he shoots a repulsor blast at the goon in front of him, knocking him down to the ground. As they are distracted, Yang punches a couple of the goons in front of her, using her gauntlets to deliver devastating blows as they get knocked back by a few feet. Peter punches and kicks a couple more White Fang goons, knocking them down with some more repulsor blasts. He sees two WF goons coming from both his sides. Instead of jumping out of the way, Peter uses the gravity setting on his gauntlets on the two goons, making them float in the air and causing them to collide with each other, knocking them down. He turns around to see Yang still fighting off some mooks as he gets an idea. "Yang!" He shouted, gaining her attention. "Go high!" He told her, with the latter nodding in agreement as she punches one more goon before jumping high into the air. As the goons wonder what she plans to do, Peter activates the Earth Dust setting in his gauntlets and slams the ground hard enough, causing some sharp stones to rise from the ground as they approach the unsuspecting goons, knocking them down, but not out. Before they could get up, Yang lets out a battle cry as she comes down from the air and delivers a hard punch to the ground, knocking out the rest of the goons.

Peter runs up and gives her a fist bump. "Nice landing." He told her.

"Thanks." Yang replied with a smile. "We were definitely in a pretty _rocky_ situation, don't you think?" She joked.

Peter chuckled from the pun. "Good thing we _stoned_ our way out of that one." He also joked, causing the two of them to laugh from their puns. Just then, the boy's Spider-Sense goes off again as a flood of water hits the two of them from behind. Peter coughs out the water from his mouth. "Water attacking us? Why does this seem familiar?" He asked himself until he remembers he fought someone that has the power to control water.

"Hello there, humans." The teens turn around to see Hydro-Man smirking and crossing his arms as his legs are replaced with a water whirlpool.

"It's Water Boy!" Peter joked as he gets up from the puddle left by Hydro-Man.

"It's HYDRO-MAN, boy!" Water Boy corrected him as he scoffs. "I was expecting Spider-Man when I got the call, but you two should do enough." He started laughing.

Yang gets up from the puddle wet as her eyes has turned red in anger. "You…are gonna pay for messing up my hair, Water Boy!" She yelled at him in anger, since her hair is all wet and soggy.

Both Yang and Peter get into fighting position as they get ready to fight off against Hydro-Man, but then without notice, the two find themselves in some sort of purple bubble. "Hey, what's going on?!" Yang asked as their bubbles start floating up in the air.

"I don't know! Is this your doing, Hydro-Man?" Peter asked him from his bubble.

"I didn't do anything yet." Hydro-Man responded, as he too was caught off guard from the surprise attack.

"Then who did?" Yang asked from her bubble.

 **BGM- Dragon Ball Xenoverse 2 OST - Metal Cooler Theme / Namek Stage**

Suddenly, they hear a strange noise coming to their direction, as if someone is flying to them. Then, the figure that was flying lands right in front of Hydro-Man as he slowly gets up from the ground. This figure seems to be wearing some high tech armor. The kind you wouldn't normally find in Remnant.

"Who's that?" Yang asked, confused on this newcomer's sudden appearance.

Peter, however, recognizes the guy immediately as he gets a closer look at him from his bubble. "It's MACH-X!" He said.

Yang turns and looks at him from her bubble. "So that's the guy you told us about? The guy that might've blown up a quarter of Mistral AND put Weiss' sister in the hospital? THAT guy?"

"Yeah. It's him alright." Peter responded to her question.

"Listen! I don't know who you are, pal, but you better leave, if you don't want me to short out that armor of yours." Hydro-Man threatened the armored man, who doesn't seem unfazed from his threats as he slowly walks up to the water man without talking.

"He doesn't seem to be the talking sort, is he?" Yang asked.

"Not really." Peter answered while trying to find a weak spot in the bubble he's in.

MACH-X continues to walk closer to Hydro-Man, who has clearly had enough of the mystery guy's non-talking attitude. "That's it." Hydro-Man growled as he begins to transform his entire body into water and is about to flood the man. Without hesitation, MACH-X raises up his gauntlet and presses a button, sending out high-pressure shockwave at Hydro-Man, causing him to slowly lose his form until all that remains are a puddle on the ground and some sort of small, blue orb. MACH-X picks up the orb and places it somewhere in his gauntlet.

Peter and Yang are shocked on how easy and quickly MACH-X beaten Hydro-Man. "He beat Hydro-Man?! Just like that?!" Peter said, still in awe since it took the combined effort of him and Weiss to beat Hydro-Man last time.

"What did the guy in the suit pick up from the puddle?" Yang asked confused.

"I don't know." Peter then turns to his Webware. "Jarvis, buddy, care to tell us what MACH-X just picked up?"

 _"_ _It would appear that small orb was Hydro-Man's Soul Molecule."_ The A.I. answered their question.

"A Soul what?" Yang raised an eyebrow confused on what that is.

Peter offered to answer her question. "A soul molecule. When Hydro-Man transformed into water, apparently one molecule in his body contains his mind and tells the other molecules what to do. When the molecule is separated, the rest of the body is just ordinary water." He explained to her.

"Oh, okay." She said, now understanding what he meant. "So why does Machy want his soul molecule?" She asked.

"That's what we're gonna find out." Peter declared, as he found the weak spot in the bubble he's trapped in. Using a repulsor blast, he shoots at the weak point and breaks free from the bubble, landing safely in the ground. He then looks up and shoots a repulsor blast at Yang's bubble, popping it as she is about to land on the ground. "I gotcha ya!" Peter said as he catches Yang with his arms.

"Nice catch." She said with a smile.

"Well, it's not all the time that I catch beautiful girls like you." He said, causing the both of them to blush as he lets her down. They both get into fighting position as they see MACH-X coming in their direction. "Let's take him down!" Peter declared.

Yang slams her fists together, "With pleasure!" They both let out a battle cry as they start attacking MACH-X with all they got: Peter using his repulsor blast while Yang is busy trying to punch him, but they all seem to miss him. "Something's wrong! None of our attacks are connecting!" She noticed as she swings one more punch at MACH-X, but he dodges it effortlessly.

Peter uses his Gravity Dust repulsor blast at MACH-X, but he disappeared right before he could fire. "Where did he go?" Peter wondered to himself. His Spider-Sense points to him that MACH-X is right behind, but as he turned around to fire, he wasn't there. "Not there? So where-!" He got interrupted as MACH-X appears in a direction he wasn't looking at and punches him next to a couple of crates.

"Ahh, that hurt!" Peter said as he rubs his chest in pain. "Forgot this guy hits as hard as the Hulk." He lowly said to himself.

"Peter!" Yang shouts at him. "Let's try double teaming him at full speed!" She suggested.

Peter gives her a thumbs up. "Got it!" The two charge at MACH-X, now unleashing a flurry of punches and kicks at him, but the armored villains seems to be countering every attack with just his hands as if he was expecting it. _"Something's wrong…"_ Peter thought to himself as he continues attacking MACH-X. _"I know last time this guy was barely able to anticipate my attacks. Now he's not even trying, being able to counter all of our attacks, all at once, like he does have some sort of 'Perfected' Spider Sense."_

As both Peter and Yang land one more punch at the armored menace, MACH-X just effortlessly catches their punches with just his hands before he starts powering something from the inside of his palms "This is bad!" The two teens said in shock as MACH-X fires energy blast from his hand, blasting the two away. Yang lands hard onto the ground while Peter crashes at some nearby metal crates.

Yang rubs her head as she looks in the direction Peter crashed into. "Huh, Peter!" She shouts for him but receives no answer. Before Yang could go to his aid, MACH-X dashes at her while shooting rocket launchers at her, but she was able to deflect most of them with her gauntlets. Yang's eyes start turning red again, now showing that she is serious, "This time you are gonna get it!" She declared as the two enemies start punching at each other with hard punches, but Yang's hits don't seem to connect at all with him, but this is part of her plan.

Meanwhile, Peter managed to get out of his predicament as he watches both MACH-X and Yang go at each other's throats. "Darn! This is getting us nowhere!" Peter looks at his Webware. "Jarvis, have you continued scanning MACH-X's armor ever since he started appearing in the fight?" He asked his A.I.

 _"_ _Yes sir, I am at 97% done scanning his armor and his Aura."_ J.A.R.V.I.S replied.

"Good." Peter said as he continues to watch Yang and MACH-X's battle.

Yang gets slightly knocked back after enduring some of MACH-X's attack. She gasps for air a bit as MACH-X slowly approaches her. **"You're done."** The man in the armor finally spoke up.

Yang smirked as she delivers a fully powered up punch straight at his chest, knocking him all the way to the warehouse, causing it to slightly collapse on itself. "You talk too much." She said with a smile as her red eyes turn back to normal.

"Yang!" She turns around to see Peter run up to her.

"Peter!" She gives him a hug, which catches him off guard. "Oh, I doubt you were done for."

"To be honest, I thought you'd be the one to get knocked out first." Peter said as he let's go of the hug.

Yang smirked at his response, "I'm a lot stronger than most of the other girl's you dated before."

"You are not kidding about that." Peter said, knowing that his other three ex-girlfriends are nowhere NEAR as strong as Yang is, not even Black Cat, who could already do a good job at protecting herself as it is. He then looks at the wreckage of where MACH-X crashed at. "What did you do anyways? I never seen you this powerful before." He asked.

"It's my semblance." Yang responded. "I absorb energy from the damage I taken, and redirect it twice as hard."

"So in other words, the madder you get, the stronger you get?" Peter asked.

"Ehhhhh, sort of, yeah." Yang replied.

 _"_ _She really is a female version of the Hulk, well, another one anyways."_ Peter thought of in his head. _"I guess I shouldn't have to worry about her getting in danger whenever she's around me after all."_

Suddenly, Peter's Spider sense goes off as MACH-X jumps from the rubble and back in front of the two teens.

"What the…" Yang noticed that there isn't any dent on his armor. "He took all of that, and there wasn't even a scratch on him."

They then noticed that MACH-X's red faceplate starts to glow red, as his entire armor starts to glow blue. **"Scan complete. Semblance has now been copied."** MACH-X spoke up.

"What the…What do you mean her semblance has been copied?!" Peter asked confused. Suddenly, without notice, MACH-X punches the two jokesters so hard that they cough up blood as they are knocked hard to the ground.

"AAAGGGHH!" Peter yelled out in pain as he slowly gets up from the small crater MACH-X left them in.

"What power…" Yang stated as she stumbles a bit before fully getting up. "Where did he get all that extra power from?" She asked while holding onto her left arm.

 _"_ _Scan is complete, sir."_ J.A.R.V.I.S. told Peter.

"Alright Jarvis, any visible weak points?" Peter asked the A.I.

 _"_ _Not from what I scanned, sir. But I do have information on his Aura and Semblance."_ The A.I. said, getting the two teens' attention. _"Apparently, MACH-X's Semblance allows him to copy other people's special abilities to near perfection."_

The two teens gasp at what they have been told. "So this guy here copied my Semblance, allowing him to get stronger from my attacks." Yang pointed out.

 _"_ _I guess that explains why he was able to dodge our attacks. This guy must have copied my Spider-Sense. But how? It shouldn't be that easy to copy even with his Semblance."_ Peter said before gasping. _"He must have some kind of Digital Spider-Sense already built into that armor of his, and when he fought me, he used his Semblance to make it perfect. But who in the world would know about my Spider-Sense?"_ He thought to himself. The two teens then notice MACH-X starting to fly off into the sky and through the city. "HEY! GET BACK HERE!" Peter shouted as both he and Yang run out the warehouse area and into the streets of Vale. They see MACH-X escaping at high speeds. "Great! Now how are we gonna catch him now!?"

Yang looks around for a bit before she finds something and heads over there. "Peter!" She called out to him, who turns and sees that Yang is on a motorcycle, already wearing a helmet. "Over here!"

Peter quickly runs up to the motorcycle. "Need a lift?" Yang asked him as he hops onto the motorcycle and grabs a spare helmet.

"Why do I have the feeling I'm gonna need this?" Peter nervously asked himself as he puts on the helmet. After that, Yang starts the ride and moves out into the streets, but not before someone calls them out.

"You miserable thieves!" The owner of the motorcycle that Yang stole shouted at them.

"We're not thieves!" Peter protested as he turns around his head to face the man shouting at them. "Well, I'm not." He turns around to face Yang. "You, I'm not so sure about." He said while Yang just smirks while driving the motorcycle, dodging the traffic in front of them.

 **BGM- Spider-Man 2 Game OST- Vertical Dilemma**

The two managed to catch up to MACH-X as he is currently flying slightly above the building around them. "Can you get me closer?" Peter asked her urgently.

"You got it, back seat driver!" Yang said as she revs up the motorcycle as it slowly approaches the armored man.

"Well, I'm sorry if we are in a hurry to stop an armored maniac that could blow up the city. I just couldn't help myself." Peter replied to her comment as they are finally underneath where MACH-X is flying at. "This is it!" Peter slowly gets up from the motorcycle as Yang positions it perfectly under MACH-X. "Now!" Peter jumps from the motorcycle and grabs onto MACH-X's back.

"Hey there, buddy." Peter greeted himself as MACH-X turns his head to see who is on his back. "Alright, Machy, time to see what makes you-!" He was suddenly interrupted as MACH-X slams himself and Peter to a nearby wall of a building, hoping to get Peter off of his back. "Ha ha, sorry pal, but you are gonna have to try-!" Peter was interrupted again as MACH-X slams himself to another wall, and another, and won't stop until the kid is off his back.

"Peter!" Yang shouted from the motorcycle as the hidden vigilante is repeatedly knocked into multiple walls while trying to cling onto MACH-X. "Hold still!" Yang raises up one of her arm gauntlets and starts shooting at MACH-X, but because of his Digital Spider-Sense and his speed, he dodges each and every bullet. "Rrgh. Stay still, will ya!" She demanded as she continues to shoot at MACH-X, but one of the shots almost hit Peter in the face.

"Watch where you shoot that thing, will ya!" Peter shouted at her from MACH-X's back.

"How about you try and keep him still for me?!" Yang shouted at him back.

"What do you think I was doing?" Peter asked before being slammed into another wall, this time making him lose his grip from MACH-X as he is about to land on the hard streets of Vale.

"I got ya!" Yang managed to catch Peter using the motorcycle before he could become paste.

"Thanks!" Peter said as he organizes himself on the motorcycle.

"No problem!" Yang smiled at him before turning her attention to MACH-X as he continues to fly away.

Now tired of having the two teens follow him, MACH-X generates a photon burst from his gauntlet, temporarily blinding his chasers.

"I can't see!" Yang said while trying her best to look ahead. Unfortunately, she lost control as they both crash into a nearby alleyway, losing MACH-X in the process.

"Uhhh…" Peter shakes his head as he gets up from the crash. He then helps Yang back on her feet. "You okay, Goldilocks?"

"Yeah, I'm fine." Yang replied as she rolls out the motorcycle, which wasn't completely damaged, back onto the streets where they can confirm that they lost sight of MACH-X. "Looks like armored man is gone. Uh, sorry Pete." She turned to Yang with a frown.

"Ah, don't feel bad." Peter put his hand on her shoulder. "At least we were able to stop those White Fang goons from getting away with the Dust. That counts for something, doesn't it?" He said, making Yang smile a bit.

"Thanks. We make a pretty good team, don't you think?" Yang asked with a big smile as they hop onto the motorcycle.

"I'll give you my opinion about your driving skills after we return this bike." Peter said as he puts on back the helmet.

"No problem." Yang happily said as she starts turning on the motorcycle.

"And then let's discuss this bad habit you have of taking things that aren't yours." He added as the two ride off into the now quiet night of Vale.

* * *

After returning the bike back to its owner, the two are now at the courtyard of Beacon as they are about to head back to their dorm for the night.

"Some night, huh?" Yang asked with her hands behind her head.

Peter chuckled a bit. "Yeah. Definitely one that I'll remember for a long time. Anyways, sorry that we weren't able to find Spider-Man tonight." He apologized to her.

"Eh, that's okay. We still had fun, didn't we?" Yang asked him.

"You sure we weren't on a date, because you make it sound like it was." Peter said, causing Yang to blush.

"I told you! It wasn't a date!" Yang retorted before calming down. "But, if you want, we could go out on one, if you want?" She asked calmly, and a bit embarrassed since she was never in this kind of situation before.

"Only if you can keep up with my crazy life." Peter responded with a smile.

"I doubt your life is THAT crazy, but if it is, I'm sure I could handle it." Yang said as she grabs hold of Peter's right arm. The two look at each before laughing as they head into their dorms for the night.

* * *

Somewhere, high in the night sky, MACH-X is hovering above the clouds as he makes a call to someone through his armor. **"Mission complete, sir."** MACH-X started speaking.

 _"_ _I assume you have acquired him?"_ A voice asked him through his inner communicator.

 **"** **Yes, sir. Hydro-Man is in my grasp."** MACH-X replied as he looks at the gauntlet that holds Hydro-Man's Soul molecule.

 _"_ _Good. And what about the boy and his friend? I assume you have implanted the micro-tracker into one of them without their noticing?"_

 **"** **Yes, I have implanted the tracker in the girl's hair. Now you can track and listen in to her and her friends whenever they are around."**

 _"_ _Good."_ The guy in the other line said. _"Come back to the island for some repairs and updates. I have another mission for you soon."_

 **"** **As you wish, Mr. Osborn."** MACH-X then hanged up the call as he flies towards the island where Norman Osborn is currently staying at.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Alright, MACH-X. It's time we settle this feud once and for all.**

 **Blake: You do realize he's not gonna talk back, right?**

 **Spider-Man: Well I thought, since this might be our last fight with him, he might as well start talking more instead of staying silent all the time.**

 **Blake: You could probably learn a few pointers from him about staying quiet.**

 **Spider-Man: No way. Do you have any idea how much I love the sound of my own voice?**

 **Blake: I don't seem to really care, neither does MACH-X here.**

 **Spider-Man: Aaaaahhh…**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Partners_**

 **Blake: And for the last time, stop calling me your sidekick!**

* * *

 **KFX here: MACH-X has been working with the Goblin this entire time? Well, if you paid attention to an earlier chapter, this would've been obvious. Anyways, hope the shippers like this chapter since you can probably already tell who I'm shipping Peter with, but who knows, I might still have more surprises along the way (cough*unlikely*cough). Next chapter, Spidey and Blake team up to take down MACH-X once and for all. But how will they defeat such a powerful opponent that can copy one's Semblance. Stay tuned and find out.**


	28. Vol 1 Issue 25: Partners

_Vol 1 Issue 25: Partners_

It's been two days since MACH-X last appeared in the city. Since then, Peter has been in the Science Lab at Beacon working on something that might give him the edge the next time he fights him. "…Zzzzzzzz…" That is after he finished sleeping on the desk.

There is a knock on the door. "Peter! You there! It's Blake!" Blake introduced herself from the other side of the door. After like a few seconds of lull, Blake decided to open the door. "Hello? Pete, are you here?" She comes inside with a bag to find Peter sleeping on the desk. She chuckles to herself seeing Peter sleep so peacefully. She approaches the sleeping, hidden hero. "Pete! It's time to wake up!" She shakes Peter on his desk.

Peter's eyes slowly open as he notices Blake standing right next to him. "Hey, Felicia. What are you doing here?" He asked her as he yawns while scratching his head as he wakes up.

"Why do you keep calling me 'Felicia?'" Blake asked him, since this is like the second time he called her that. The first time was back during initiation.

"It was the name of one of my previous partners." Peter answered her, referring to his old friend, Felicia Hardy, aka the Black Cat back on Earth.

Blake raised an eyebrow. "Partner?" She asked interested.

"More like on-and-off partner really." Peter corrected her. "Sometimes we would both work together on taking down some bad guys, the other times I'm chasing her after she steals some jewels and stuff."

Blake puts a hand on her hip. "So, you teamed up with a thief?" She asked, wondering why Peter would team up with a criminal.

"I tried to stop her whenever she does it, but when I'm not looking, she just goes back to her regular roots." Peter said while leaning on his chair.

"Is that so?" Blake said with a smile. "What is this thief like?" She asked him.

"She's a cat burglar." Peter answered her.

Blake's smile immediately disappeared after she heard that. "Now I am suddenly uninterested. Anyways…" She reaches down to the bag she brought as she brings out a turkey sandwich. "Here's some food I brought you." She offers the sandwich to Peter.

"You didn't have to do this. I could've gotten my own food from the cafeteria." Peter said sincerely as he takes the sandwich.

"Peter, you are out there risking your life helping out the people of Vale EVERY day, without asking for a reward or anything. This is the least I could do for all your hard work." Blake said with a smile.

"But still, I…" Peter started.

"Just eat the sandwich." Blake said while dropping her smile.

Peter sighed before he took a bite from the sandwich. "This is actually pretty good. Thanks."

Blake's smile returned after that complement. "No problem." She then takes out another sandwich from her bag as she sits down next to her hero friend.

Peter recognizes the sandwich that is in Blake's hand. "Is that a tuna sandwich?"

Blake turned around and faced him. "Yeah." She said, a bit unsure why Peter is asking that.

"As in tuna fish from the ocean?" Peter asked her another question.

"Yeah."

There was like a few seconds of lull between the two. "So are you having any milk with that?" Peter asked her.

"Just shut up." She calmly told him as she begins eating on her food.

"Okay, Miss Cat." Peter said before returning to his food, but not before hearing Blake lowly growl at him.

While the two are eating their sandwiches in the lab, Blake notices an unfinished red and gold suit on the desk. "Is that a new costume you're building?" She asked, gaining Peter's attention.

Peter wonders what she's talking about until he sees the costume in front of her. "Oh that? I'm more like rebuilding it. You see, just like Jarvis, I got this suit made from a friend after I helped him with a… little problem." He explained to her, even though the 'little' problem was preventing the destruction of two dimensions back on Earth.

"Huh, so what it's called?" Blake asked him while observing the suit.

"It's called the Iron Spider Armor, one of the best kinds of armor that my friend ever built." Peter answered her question. "It got critically damaged to the point where it was in pieces. So I've been spending the last few months rebuilding it pretty much from scratch."

"The enemy you fought must have really did a number on you if they destroyed your armor." Blake said.

Peter sighed. "You have no idea." He said, remembering how he fought the Green Goblin before coming into this dimension. "Anyways, not only have I been spending my time rebuilding the armor, I'm also in the progress of giving it A LOT of upgrades."

"What kind of upgrades?" Blake asked as he looks at Peter in the face.

"Well, for starters, I'm enhancing the armor's durability to the point that it can tank heavy hits, like from Gods." Peter started, referencing his friend Thor, the Prince of Thunder.

Blake was simply unamused from what he said, as evident with a raised eyebrow. "Gods? You ARE joking right?" She asked Peter.

"Well, you may never know if a God might come down and say 'Kneel before me' or whatever." Peter responded, which caused Blake to just face palm at his response. "Anyways, back on topic, I'm also upgrading some minor stuff like enhancing its strength, make it more fireproof, stuff like that. But I'm also giving the armor a brand new feature regarding the Dust."

"Really?" Blake asked, sounding more interested now.

Peter nodded as he folds his arms. "Yeah, I call this new feature: Style Change."

"Style Change?" Blake asked in confusion.

"Using the Dust to its fullest potential, while also mixing it with some repulsor energy, I can temporarily change the armor's element and weapons system." Peter started to explain to her. "Not only that, the armor will also go under different kinds of styles and specialties: Guts style, Custom style, Shield style, and Team style. And combined with whatever Dust I mix it with, like say Aqua Guts style thanks to the Water Dust, you can expect me to kick some major Grimm or White Fang butt with little effort!"

"Amazing…" Blake said in amazement. "How far are you in development?"

Peter sighed, giving Blake an indication of what his answer will be. "I'm still working on it. I want to spend as much time as I can to make this the ULTIMATE Iron Spider Armor." Peter scratches his hair. "At the rate that I'm going, it might take me until the second semester until I'm done with the armor."

It was Blake's turn to sigh. "Well, that sucks." She then turned her face to Peter. "So, how are you going to beat MACH-X? From what you and Yang told us, the guy is crazy powerful now that he copied Yang's Semblance."

"Not only her Semblance, he also has a Spider-Sense of his own, using it better than me in every way." Peter added.

"So now what? If you can't beat him, who can?" Blake wonders.

"Don't worry, I got it all covered." Peter said with a smile.

"Huh?"

"You see, ever since Jarvis fully scanned MACH-X's armor two days ago, I've been working on something that might give me the edge the next time we face off." Peter finished as he lifts up his arm, revealing his Webware.

"Your Webware?" Blake asked in confusion.

"Since MACH-X has a Spider-Sense of his own, I upgraded my Webware to dish out a powerful EMP wave to not only weaken his armor, but to also disable his Spider-Sense as well." Peter explained to her.

"Wait, you can do that?!" Blake asked surprised.

Peter nodded. "Yeah, but it'll only work for like 10 minutes until he gets his full power back, so I have to finish him fast."

"But will this EMP of yours also disable your Spider-Sense as well?" Blake asked Peter, who started sweating bullets.

"I, uh, yeaaaaaah…" Peter replied nervously. "But don't worry, I trained to fight powerful opponents without my Spider-Sense, trust me." Peter tried to assure her as he remembers his Way of the Spider training back on Earth.

Blake shakes her head since Peter was planning on fighting someone as powerful as MACH-X alone, so she decided on a better plan. "If you plan on fighting MACH-X, then let me join you."

"Why? You do know that MACH-X can copy your Semblance, right? We don't want like a dozen of Machys flying around in the city causing havoc." Peter reminded her.

"Then I won't use my Semblance, but I'll still help you when you fight him when you use your EMP." Blake argued to him. "Not only that, but remember that your body is changing, evolving is what the nurse told us, and you might suffer black outs like before." She reminded him of his current problem with his body.

"Well, when you put it that way…" Peter said while scratching his head.

"Just think of me as your partner like your Felicia friend." Blake said with a smile.

"I was thinking of sidekick, but sure, why not." Peter agreed with a shrug.

The both of them gets up from the chair. "Good choice." Blake said with a smile before it immediately disappears. "But I am not your sidekick. Remember that." She said while crossing her arms.

"Okay, Cat. I will." Peter assured her.

* * *

 **That night in the city…**

"Come on, Spider-lad! Try to keep up!" Spidey shouted as he swings through the city.

"I thought I told you I'm not your sidekick!" Blake shouted in an annoyed tone as she leaps from rooftop to rooftop. After a couple more minutes of swinging and leaping, the two met up on one rooftop in the middle of the city. "Okay, we can stay here for now. Stake him out when he flies by." She said.

"How are you sure he will be flying tonight?" Spidey asked her.

"I don't. But since it's difficult to track him down, we might as well stay put in one place, keep our eyes open in case he shows up." Blake answered the spider hero.

Spidey just shrugged since they have no better option. "Okay, might as well stay here for now." The both of them lean next to the edge of the roof, wondering what to do to pass the time.

After like a minute of silence, Blake decided to break it. "So, I hear you and Yang are a thing." She started off.

"Huh?!" Peter was caught off guard by that random topic. "Oh, uh, n-no, no, no. We're not really a couple. We're still just friends. We haven't gone out since we ran into MACH-X last time." Peter said nervously.

"But you do like her, don't you?" She asked another question.

"As a friend, of course. Who else can make as many bad jokes as me and still laugh from it?" Spidey answered.

"That is true, but do you like her, like her?" Blake asked with a smirk on her face.

Spidey's lenses widen from that question. "I, uh, well, ummm…" He's having a hard time trying to answer her question since he doesn't want to admit his feelings.

Blake, however, just chuckles at his expenses. "You know, you're really cute when you're flustered, you know that right?" She asked him.

"I feel insulted." Spidey answered. "And did you call me cute, just now?"

Blake blushes as she looks away from him. "I-I didn't say that!" She said nervously.

"Really? I could've sworn you just did." He said while scratching his head.

"Can we just switch topics already?" Blake urgently asked.

"Sure, so, ummm…" Spidey thinks of another topic of conversation before thinking of one. "So, Blake, have you ever had a partner before?" He asked her.

Blake sighed signifying that she doesn't really want to talk about it, but with Peter, she feels at least comfortable telling him some parts of it. "I did, actually." She said sadden as she looks away from his face.

"Really? Who was it?" Spidey asked curious.

"I don't really want to say his name. It…brings back bad memories." Blake answered, remembering her other partner, Adam Taurus, leader of Vale's White Fang force, and a Class A jerk face.

"Oh, well if it brings back bad memories, then you shouldn't say a thing." Spidey told her, not wanting to see her depressed.

Blake finally decided to turn her face to Spidey. "Well, I can tell you that my last partner was jerk, not caring about the innocent at all, always thinking that his ways are necessary to follow." She began describing Adam to him, but still not saying his name.

"Wow. The guy sounds like a jerk." Spidey commented.

"A REAL jerk. He never cared for anyone else's opinion, including mine." Blake said, while trying to cover up her face with her arms and legs.

"Ah, how could someone so heartless ignore a sweet and innocent face like that? The guy doesn't know what he's missing out on." Spidey said, making Blake smile a little. "Oo, I know, if I ever meet this guy, can I web up his pants and pull them down in public while also taking a picture of the moment?" He suggested, causing Blake to laugh hard from the mental image of Adam wearing no pants in public.

"Ah, man. I needed that." She wipes away a tear from her eye. "When comparing both you and him, you two are like the complete opposite. My old partner didn't care about who got caught in the crossfire, at least human causalities anyways. But you…" She looks back at Peter. "You would go out of your way to help everyone that you come across, both human and faunus, even if you barely know them. Unlike my last partner, you are kind, sweet, nice, caring…"

"…Awesome, spectacular, amazing, incredible…" Spidey continued off from her complement.

"…Annoying, talkative, irritating." Blake finished while giving Spidey the look.

"Now I really feel insulted." Spidey said, feeling hurt.

Blake smiled, "But that's what I like about you. Your 'Never Give Up' attitude makes you the perfect partner for anyone, even people like me."

"Awww, thanks." Spidey gives her a hug. "But I'm not THAT annoying, am I?" He asked her after letting her go.

"To be honest, I find you even more annoying and irritating than my last partner. Even HE wasn't that talkative." Blake bluntly admitted to him.

"That actually hurt." Spidey responded, causing Blake to giggle at his expense.

* * *

Somewhere, far away from the two partners in crime, MACH-X is currently flying to Vale's Cross Continental Transmit System that is located at the base of Beacon Tower. The CCT is the communication technology system in Remnant, which allows for instantaneous multimedia communication wirelessly over large distances. The armored mercenary uses his stealth mode to successfully infiltrate the tower without anyone noticing. He flies up the elevator and enters the top floor of the tower, where the terminals are located. Still in stealth mode, and with no guards in sight, MACH-X activates one of the terminals. He brings out a flash drive from his gauntlet and install it in the terminal, with the main logo of the program having the symbol of the Goblin. After a few seconds, whatever he had in the flash drive was successfully installed. With his mission successful, MACH-X flies out of the tower with no one noticing a thing.

MACH-X, now hovering over the tower and out of stealth mode, contacts his superior through his armor. **"Mission accomplish, Mr. Osborn. The Goblin Virus has been successfully installed into the tower's main database."** He told Osborn.

 _"_ _Hehehe, good. Now I have complete access to the world's communications. Now everyone with a TV or a scroll are now under my watch, 24/7 without anyone noticing a thing."_ Osborn said through the communicator. _"Now, get back to base. And assuming a certain wall-crawler decides to get in your way, try to finish him off this time."_ Osborn suggested.

 **"** **Affirmative, Master."** MACH-X agreed as he flies back to the city.

* * *

 **BGM- Ultimate Spider-Man Game OST- Chasing Theme**

A few minutes later, MACH-X is currently flying through the skies of Vale. At that moment, both his and Spider-Man's Spider Sense tingles.

"I sense an enemy!" Spidey said from the rooftop as both he and Blake see MACH-X passing by them. "Hey! Don't ignore us! Unless you are afraid to lose!" Spidey taunted him before he barely avoided a laser shot from MACH-X as he flies away.

"Maybe you shouldn't have taunted him." Blake told him.

"Like that would make a difference." Spidey said as he hops onto the edge of the rooftop. "Come on, he's getting away!" Spidey starts swinging to catch up to MACH-X.

"Got it!" Blake starts leaping from rooftop to rooftop to catch up with the both of them. As the two heroes are chasing MACH-X down, the armored villain creates a number of square force fields to delay them with while also firing laser shots at them.

"Oh no! You are not trying this strategy again!" Spidey said as he swings over the force field while Blake jumps over the ones on the rooftop. "Get back here, X! It's time we finish out little dance from last time!" He said as he shoots out web balls at the flying MACH-X, who manages to avoid all of them with little effort. He then senses that Blake is lunging at him with her sheathed Gambol Shroud in hand. MACH-X flies over her as she lands on another rooftop and continues chasing at him again.

"Come on, MACH-X! Are you that afraid to take us on?" She taunted the man in the suit, who retaliates with some bombs from his suit. Blake managed to dodge the explosions until one of them knocked her off the roof. Before she could become a splat on the ground, Spidey manages to catch before that could happen. "Thanks." She said with a smile.

"I could get used to this whole partner thing if I could continue saving you like this." Spidey said as he holds onto Blake while still chasing MACH-X in the air. They see that MACH-X is flying to the top of a skyscraper that is under construction. "Guess that's we're headed!" Spidey said as he swings towards the top of the construction site.

After they land on the construction site, Spidey let's go of Blake as they both see MACH-X hovering in front of them. **"You…are very irritating."** MACH-X said to Spider-Man.

Blake turns her face to Spidey. "See, he thinks you're irritating too." She told the hero.

"Really? I like to think I'm more charming than irritating." Spidey said while Blake just rolls her eyes from his response. While they're distracted, Peter's Spider-Sense tingles as he looks at MACH-X starting to throw bombs at the two heroes. "Watch out!" He yelled out as he and Blake start back stepping from the bombs and their explosions. As they are running out of room as they approach the edge of the skyscraper, MACH-X throws one more bomb at them, but Spidey retaliates and webs up the bomb. "Right back at ya!" He spins his entire body once as he throws the bomb at MACH-X, who just holds up his arms to guard from the impact.

"Alright, Pete. This is it." Blake said to him.

"Hope this works!" Spidey starts tapping on his Webware to activate the EMP. And in a flash, a blue energy shockwave shoots out from his wrist device, which covers the entire area they are in. They then notice that MACH-X's suit is being short-circuited for a second before his wings start giving out as he lands on the ground. "Aha, it worked!" Spidey fist pumped while Blake just smiles that the plan worked.

MACH-X slowly gets up from the ground as he deeply stares at the two teenagers. **"I think it's time that I finish you off, once and for all, little man. You and your cat friend."** He said as he starts walking up to them, creating two, red energy blades from both of his wrist.

Blake's eyes widen as much as Spider-Man's from his comment. "He knows my secret. How?!" She said flabbergasted.

"I'm more offended that he called me a little man." Spidey then turns to Blake. "How about we teach him a lesson, partner?" He suggested, with Blake responding with a smirk.

"It would be my pleasure!" Blake unsheathed her Gambol Shroud, bringing out the katana. Spidey webs up his fist and both get into fighting position, as they prepare for a big fight.

 **BGM- Dragon Ball Xenoverse 2 OST - VS Masked Saiyan / Underground Lake Stage / West City (Suburbs) Stage**

All three combatants starting charging at each other: MACH-X with his dual energy blades, Blake with her katana, and Spider-Man with his webbed up fists to bring out the extra damage. Spidey and Blake start clashing attacks with MACH-X's energy blades, countering almost every attack that connects. Luckily, without his Digital Spider-Sense, MACH-X is having a hard time to counter the teens' attack, as evident as they start overwhelming him with a barrage of sword swings and fists. "Eat this! Spider Sting!" Spider-Man uppercuts the armored menace into the air with his fist.

As retaliation, MACH-X throws a bunch of bombs from the air and into the ground below, separating both Spider-Man and Blake from each other. Before Spidey could check on Blake, MACH-X charges and slashes at him with his dual energy blades with high speeds. "Hey, could you slow down?! My reflexes aren't as good as they use to!" Spidey said while barely dodging the energy blades. Without his Spider-Sense, Peter is relying on his 'Fighter's Instinct' that he learned from training with Shang Chi, Iron Fist, and Ryu back on Earth. But even that wasn't enough as MACH-X manages to slash at Peter's chest, tearing a slash mark on his costume while also making him bleed a bit. "Hey, leave off the threads!" Peter said towards MACH-X while holding onto his chest cut. "You don't see me wrecking your costume and being all smug about it! What do you look like behind that faceplate anyways? Spidey wonders while MACH-X starts unleashing rocket launchers from his shoulder pads.

Spidey jumps out of the way to avoid contact from the rockets. "Voice Command: Web Barrage. Full Spread!" Spidey shouted as his web shooters start firing multiple web bullets at MACH-X, getting some good hits on his armor. "Thanks to the EMP, his armor isn't as durable as before. Just hope we can finish him off before gets back to full power." Spidey said to himself as he kicks MACH-X in the chest.

Before MACH-X can retaliate at the Spider, he is getting shot at from behind. He turns around to see Blake using her gun to shoot bullets at him. "Hi! Remember me?" She said with a smirk. The armored mercenary shoots laser blasts from his gauntlet at Blake, while the cat Faunus dodges them while also shooting back at the same time.

"I got him!" Spidey lunges from behind MACH-X while he's distracted with Blake. Without looking, and because Spider-Man was stupid enough to announce himself, MACH-X fires a rocket from his shoulder straight at Peter, and without his Spider-Sense, he barely avoids the rocket but it still exploded next to him, knocking him down to the ground next to some steel beams that are used for construction.

"Spidey!" Blake stops her assault to see if her friend is okay. Unfortunately, this gave MACH-X the opportunity to come at her with his energy blade. Blake manages to block the blade with her own sword, but she is pinned down to the ground as MACH-X is about to slice her in half with his other energy blade. Before he could finish her off, he is knocked from the head by a steel beam and into a nearby a couple of cylinder crates in the skyscraper.

"Do the Mets need me or what?" Spidey asked himself as he holds let's go of the steel beam so he could check up on Blake. "You alright?" He asked as he helps her up.

"I'm fine, but this is a lot harder than I thought." She expressed herself. "Even with his weakened armor, he's still giving us a lot of trouble."

"It also doesn't help that I can't rely on my Spider-Sense in this fight. It usually gives me the edge." Spidey said, since his EMP took out both his and MACH-X's Spider-Sense.

"Same. I can't even use my Semblance without him copying him." Blake said. They both hear a loud sound right from where MACH-X was at, with his entire body now covered in a blue aura.

"Oh no! He's using Yang's Semblance!" Spider-Man stated. "All that damage he's taken is gonna be redirected at us, double folded!" As MACH-X charges in at full speed at the two that it is hard for them to see him, Spidey pushes Blake out of the way. "MOVE!" He shouted before MACH-X punches him in the chest so hard, he crashes into some more steel beams before they and himself are knocked out of the construction site.

"SPIDEY!" Blake shouts out for him. Before she could help out her friend, she is blocked by fire thanks to MACH-X and his gauntlets. Blake gets into fighting positon as she gets ready to confront the armored villain alone. "Don't think you beaten me yet, Machy! Same goes for Spidey! She then lunges at MACH-X with a battle cry.

Meanwhile, Spider-Man is unconscious from the punch as both he and two other steel beams are falling from the sky. "Uhhh…w-what…" Spidey slowly opens his eyes before he notices that he's falling to the ground. "Oh, this is terrific!" He said sarcastically. He notices the two steel beams below him as they are about to land on the civilians on the streets. "Oh, no you don't!" Spidey shoots a web line at the skyscraper to hold onto, and another couple web lines at the two steel beams that were about to hurt the people below. "Gotcha ya!" He said as he webs up the steel beams and safely lets them down on the ground. Spidey wipes the sweat from his mask, "That was close!" He looks up at the top of the skyscraper, where he could tell that Blake is doing battle against MACH-X. "Alright, X, here I come!" He starts swinging back to the top of the skyscraper to help out his cat friend.

Back with Blake, the female Faunus is dodging the fire waves coming from MACH-X, making it hard for her to get in close combat with him. "This is getting me nowhere!" She said as she ducks from another fire wave. She then jumps away from another one and hides behind pillar.

As MACH-X is about to unleash another fire wave at Blake, he hears a voice. "Hey X, what did I tell you about playing with fire in a construction zone?" He turns to his right, only for Spider-Man to kick him square in his face plate, "I taught you better than that!" As MACH-X lands face on the ground damaged, Spidey continues his assault. "Nuh-uh! I'm not done until you learned your lesson!" Spidey webs up part of the floor and rips of a rock as he proceeds to whip at MACH-X with hard hitting combos, ending it as he creates two web mallets from his web shooters and smashes MACH-X with them, causing some major damage to his suit.

"Nice for you to swing by, Spidey!" Blake runs up to him.

"Well, I would've taken my time. It's not like you were in real danger." Spidey said, causing Blake to growl at him.

"I was almost burned to death!" She shouted at him.

"But aren't you a cat? Don't you have like nine lives? You were fine." Spidey said, which makes Blake just simply sigh from his response. They both stop and see MACH-X slowly get up from the ground, looking very banged up from Spider-Man's assault. "This guy just won't give up, won't he? Well, whatever, we only have three minutes to finish this before regains his power and his Spider-Sense."

"Then let's finish this: Spider-Cat style!" Blake said with her weapon in toll.

"Spider-Cat style?" Peter questioned her.

"Just shut up and help me finish this." Blake told him annoyed.

"Okay, okay." Spidey assured her. He webs up MACH-X's cracked faceplate and yanks him towards his direction, elbowing in his sides. Blake then slashes on his chest, giving him sword marks on his armor. Before she could deliver one more sword slash, MACH-X grabs her by the head and throws her behind himself, thinking that she fell off. Spidey comes in with a strong, right hook before MACH-X grabs him by the throat and slams him into the ground. As Spidey struggles to break free from the chokehold, MACH-X brings out his energy blade from his right wrist. **"This is it, Spider-Man. You are done."**

"You keep saying that…when it is not over. N-Now!" Peter shouts from the chokehold.

Before he could turn around, MACH-X was attacked by Blake from behind him, as the girl stabs his back, destroying his wings and weakening him even further. Peter managed to break free from MACH-X's chokehold as he punches him in the faceplate. "Let's finish this!" Spidey proclaimed.

"Gladly!" Blake agreed, as the two disappear at rapid speed, attacking the dazed MACH-X. Spidey elbows him from his side before disappearing again, then Blake comes in with a sword slash before also disappearing, then Spidey comes in with another elbow attack and Blake with another sword slash. Spidey guy punches MACH-X a few times before finally both he and Blake deliver one last, powerful kick, finally defeating the seemingly invincible MACH-X. "We did it!" Blake said happily.

"Nice one, partner!" Spidey gives her a fist bump before they walk over the defeated armored villain. "Care to do the honors?" He asked his partner.

"It would be my pleasure!" Blake replied with a smile as she crouches over MACH-X and rips off his faceplate to find out who is behind the mask. What they find out, however, was not was they were expecting as the both of them look in shock and surprise. "It's a… robot." Blake said, still shocked as they both see the metallic face from behind its faceplate.

"You mean to tell me that all this time we've been fighting a robot?!" Peter exclaimed.

"But what kind of robot has the ability to use an Aura and a Semblance? I never heard about that before." Blake wonders to herself. Just then, they hear something beeping close by. "What was that?" Blake immediately asked.

Suddenly, Peter's Spider-Sense is back as it starts tingling right crazy. "Great! I get my Spider-Sense back, but now it won't stop! What's going on?" He asked. He then looks at MACH-X's robotic body. "Uh-oh! It's MACH-X! My Spider-Sense is directing me towards him!"

"But, why, he's-!" Blake then gasped as she might know what is about to happen. "Uh-oh! The beeping! It's coming from him! He's about to blow!" She exclaimed.

"Get back!" Spidey ordered Blake, who promptly listens to her. Peter quickly webs up the body of MACH-X and begins spinning in place. "Go blow up somewhere else, you robotic clown!" He then throws MACH-X as far as into the sky as possible, and in just a few seconds, the robot exploded in a gigantic explosion, with tiny pieces all falling from the explosion. "Good…It's over." Peter said exhausted as he then sits down on the floor.

"Thank goodness." Blake said as she too sits down exhausted with him.

Peter then sees something that catches his eye from where MACH-X exploded, the head of the android menace. "Hmmm…" Peter muttered to himself as he quickly shoots out a web line at the head and yanks it into his hands.

"What do you have there?" Blake asked him as he holds onto the head of MACH-X.

"It's your trophy, for being the best partner a Spider could ever ask for." He said as he hands over the head of MACH-X to Blake.

"Yeeaah, no." She rejects the offer. "Thanks, but I think it's better that you keep it. Find out whatever information you can get from it." She suggested.

"Oh, right! I knew you would say that. I was just, uh, testing you." Spidey said, trying to think of an excuse.

"Uh-huh, not buying it." Blake said to him, making him groan in response. "But I do wonder though…"

"Wonder what?" Peter asked her curious.

"If MACH-X was a robot, then someone must have built him and send it out to cause havoc over the world. Who could be insane enough to do that?" Blake wondered.

"Maybe the White Fang?" Spidey thinks. "They have been upping their game with their weapons and such."

"Maybe…But…I'm still not entirely sure they are the ones behind the explosion at Mistral or the assault at the Schnee Dust Company at Atlas." Blake said.

"Well, let's just hope I could find the answers in this guy's head." Spidey said while twirling the head of MACH-X.

"Let's hope, but you should probably do that tomorrow, assuming you have time for it." Blake said while getting up.

"Why?" Spidey also proceeds to get up. "Is something happening tomorrow?"

Blake turns to him with a smile. "You'll see." She said as she jumps off the skyscraper and lands on the rooftops below.

Spidey was confused as he scratches his head. "Is something happening tomorrow that I'm not aware of? Eh, whatever." He said as he jumps off and web swings to catch up with Blake as the two of them head back to Beacon for the night.

* * *

 **Back at Goblin's Island…**

"Norman, I have bad news." Merlot said in his lab.

"What is it?" Norman asked as he walks up to Merlot.

"I just lost MACH-X's signal. It would appear that he has been destroyed, sir." Merlot informed him.

"Hmmm…" Norman puts a hand under his chin. "It would appear that Spider-Man must have destroyed him. Whatever. MACH-X has served his purpose." He said while crossing his arms.

"What do you mean, Norman?" Merlot asked him confused.

"MACH-X's mission directives were simple: Distract Spider-Man and the rest of the world to think that he's the one behind the recent attacks, diverting all attention from me while I continue my plans. His other mission directive was to spy on Cinder, find out about her plans as well, and thankfully MACH-X did a good job at it." Norman explained to Merlot. "Now I can counteract whatever Cinder plans on doing without her notice. Whatever her plans are, I'm already 10 steps ahead of her. I've already accomplished what she planned on doing in the coming months." He said, referring to her plans to hijack the CCT communications. "Soon, I will have my revenge on her, and then, the entire multiverse will be under my rule. I cannot wait to see the look on her face when I've destroyed everything that she has planned." Norman then starts laughing maniacally, just as a lightning storm hits from outside the lab.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. Guys, what's all this stuff?  
Ruby: We're decorating the school in celebration of Spider-Man Appreciation Day!**

 **Peter: Spider-Man what now?**

 **Weiss: The entire school decided that we should do something to thank Spider-Man for helping us a lot.**

 **Yang: We got Spider-Man t-shirts, hats, lamppost, and we even have some Spider-Man theme songs for him.**

 **Blake: All we have to do is bring Spider-Man here. And I'm sure you might know where he is, don't you Pete?**

 **Peter: Don't give me that smile. Find, I'll go find him.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Spider-Man Appreciation Day_**

 **Peter: So, how come I'm like the last one to hear about this?**

* * *

 **KFX here: MACH-X is down for the count, but that's not stopping whatever Osborn got cooking. About Spider-Man's Iron Spider Style Change feature, yes, I did take that idea from the Megaman Battle Network Series. I just thought it would be a cool feature to implement into his armor. I also incorporate some features from the Megaman Starforce Series as well. Anyways, next chapter, Beacon is going red and blue to celebrate Spider-Man Day. It's gonna be a fun one, I'll tell you that. See ya soon.**


	29. Vol 1 Issue 26: Spider-Man Day

_Vol 1 Issue 26: Spider-Man Appreciation Day_

"Okay, Machy, let's see what you have in that big head of yours." Peter said to himself as he attaches some wires to the broken head of MACH-X and connects them to the computer in the science lab. Our hero is currently hacking his head to find out who created and sent MACH-X out in the world, and for what purpose, while also hoping that he could get wind of this mysterious enemy's plan. Peter scoots his chair to his computer, "Alright, I'm in." He told himself as he starts typing on the computer. He then gets some pop ups from the screen, showing how some of the data is corrupted. Peter sighed as he expected this to happen, "Should've known. Let's just hope that they are some files that aren't corrupted. I've got to find out who created MACH-X, and for what reason."

After a few minutes of searching through corrupted files, Peter managed to find one that isn't corrupted. "Finally, I'm getting somewhere." He said happily. He then starts extracting the file, which seems like it's going to take forever to finish. "This must be a pretty big file if it's gonna take this long to find out what I'm up against." Peter said to himself as he gets up from the chair, "Now, what should I do to pass the time until the files are fully extracted?" He wonders.

A few seconds later, he gets a call from his Webware, with the person being Ruby. Peter looks at his Webware, "Why is Ruby calling me? Is it already time for another tutoring session?" He questioned himself. He presses a button on his Webware to answer the call, with a hologram of Ruby popping up, "Hey Ruby, what's up?"

 _"_ _Peter, are you busy at the moment?"_ Ruby asked him through the other line.

Peter takes a glance at the MACH-X head before looking back at Ruby, "No. Why?"

 _"_ _Great!"_ Ruby said happily. _"Come to the Amphitheater right now! The rest of the team needs help with something there! Bye!"_ She finished talking before she hanged up.

Peter scratched his head in confusion. "Huh, I wonder what's going on at the Amphitheater that's getting Ruby all excited?" He asked himself before shrugging. "Heh, might as well check it out." He said before walking out the door and then locking it to make sure no one enters it while the data files are currently being extracted from MACH-X.

* * *

Peter is walking through the courtyard as he makes his way to the Amphitheater. "I wonder what the rest of the team needs me for?" He asked himself, with his left hand under his chin as he thinks to himself. As he continues walking, he notices that the students around him look a bit different. They are wearing their regular school uniforms, but instead of having their regular color, they all are sporting a red and blue color scheme. "What's going on? Is it customizing your clothes color day, today?" He asked himself as he passes a few boys and girls with the red and blue color scheme.

As he continues walking, he notices more and more students with the red and blue color scheme school uniforms, but now some are wearing Spider-Man themed hats, masks, costumes, school bags, earplugs, clothes, weapons, scrolls you name it. There are even some Spider-Man themed decorations all around the school as he walks by the red and blue lampposts. "This is really messing with my sense of self." He said as he scratches his head while he continues walking, looking all around as the entire school is getting a spider-themed makeover. "Is there something I missed? How come the school is turning into my own personal base, and how come I never been told?" He said to himself as he enters the main hallways.

As Peter walks towards the Amphitheater, he starts to hear music coming from that direction. "What's that I'm hearing?" He wondered as he enters the door to the Amphitheater, where he sees his friends, Team RWBYP and Team JNPR, decorating the place with red and blue colors while some catchy music is playing in the background, which is song that describes Spider-Man. "I have my own theme song?!" Peter said to himself as he decides to listen to the song for a bit as he leans on the wall:

"Spider-Man, Spider-Man,

Does whatever a spider can

Spins a web, any size,

Catches thieves just like flies

Look Out!

Here comes the Spider-Man."

"Is he strong?

Listen bud,

He's got radioactive blood.

Can he swing from a thread

Take a look overhead

Hey, there

There goes the Spider-Man."

"In the chill of night

At the scene of a crime

Like a streak of light

He arrives just in time."

"Spider-Man, Spider-Man

Friendly neighborhood Spider-Man

Wealth and fame

He's ignored

Action is his reward."

"To him, life is a great big bang up

Wherever there's a hang up

You'll find the Spider-Man."

"This…is absolutely weird." Peter said flabbergasted the song starts to loop itself. "Never in a million years did I ever think I'll get my own theme song."

Ruby, who is also wearing a Spider-Man themed uniform, which includes her hood, puts down a box filled with Spider-Man decorations before she turns around to the front door to notice Peter standing there. "Peter!" She calls out to him as she quickly runs up to him.

"Ruby, what is going on? Why is the entire school getting a Spider-Man themed upgrade?" Peter asked her, since he is absolutely clueless on what is happening.

"Didn't you hear…" Peter turned around to see Yang, wearing Spider-Man clothing, walking up to him. "It's Spider-Man Appreciation Day!" She told him.

"Spider-Man what now?" Peter asked even more confused.

"Spider-Man Appreciation Day." Weiss, with a Spider-Man uniform, spoke up as she walks up to Peter. "It's when the entire school celebrates in honor of Spider-Man, being the lovable hero that is he, after he helped saved the city like a hundred times in like the last few months." She explained to him.

"We got food, snacks, games, music…" Peter turns around to see Blake walking up to him with something in her hands, with the only Spider-Man themed clothing she's wearing is a bowtie. "We even got some Spider-Man comics as well." She gives Peter the comic that she was reading (The comic cover is actually the Amazing Fantasy #15 cover, with Spider-Man holding a man as he swings away).

"All this for Spider-Man? Isn't it a bit too much?" Peter asked as he looks around the Amphitheater as is slowly gets a red and blue makeover. "And who decided it was okay to do this?"

"The Spider-Man Fan Club we have here in Beacon; in which I am the leader of." Ruby answered with a smug look on her face as she points to herself. "Pretty much everyone in the school is part of it, even Cardin and his team."

"Wait, seriously?!" Peter said surprised. _"Cardin really is the Flash Thompson of this world: Hates Peter Parker, but loves Spider-Man. Heh, so weird."_ He mentally told himself before he continues talking with his friends. "So, how come I'm the only one that never heard of this until now?" He asked them, wondering how Spider-Man HIMSELF didn't know about this.

"Hm, I must have forgotten to tell you. Sorry." Ruby replied.

"How did you forget to tell me?!" Peter asked her.

"Maybe because you're either: A) Always late to class. B) Always in that lab of yours doing whatever you do there. Or C) Taking pictures of Spider-Man all day." Weiss answered him with her arms crossed.

Peter nervously laughs as that is pretty much what he's been doing for the past few months. "Guess that is true. Heh Heh."

"That's why, Peter…" Yang started, putting her arm around Peter's neck. "We need you to find Spider-Man and invite him to the school tonight so we can give him a tour of Beacon. As the guy that always takes pictures of him, you should at least know where he might hang out." She said to him.

"You, of all people, should know how hard it is to find the guy!" Peter reminded her about when the both of them were trying to find Spider-Man one night before the likes of Hydro-Man and MACH-X ruined their 'date.'

"Oh, I'm sure someone as lucky as you can find him no problem." Blake told him with a smile, since she does know that Peter and Spider-Man are one and the same, so he can't get out of this.

"Then you clearly don't know my luck as well as you do." Peter told her with a deadpan face.

"Pleeeeeaaassse, Peter!" Ruby begged him with sad eyes. "This might be the only time that we could do something like this!"

Peter stares at Ruby's puppy dog eyes, knowing that he couldn't ignore someone so adorable as her. "Okay, I'll try and find him." He answered.

"Thanks Peter!" Ruby hugs him.

"I knew you wouldn't let us down." Yang said as she too hugs Peter, causing him to almost pass out.

"Girls…why do we keep…doing this…" Peter said while being hugged from the sisters. Blake and Weiss just giggle at his expense before they go back and continue decorating the Amphitheater.

* * *

 **That night at Beacon…**

All the students are hanging around the Beacon Academy statue, a large statue featuring two figures, one a male and the other a younger-looking female, standing on a rock outcropping. They are both dressed in a robe with hoods over their heads.

"Uh, where is he?" Weiss asked annoyed as she looks at her scroll. "He should be here by now."

"He's coming. Don't worry." Blake assured her.

"Oh man, I can't believe we get to actually meet a real superhero." Jaune said while trying to contain his excitement.

"Oh man, same here!" Cardin said while he too tries to keep his excitement. "Out of everyone, Spider-Man is my favorite superhero!"

"I know, right?" Jaune asked him, still excited.

"Never thought you two would bond over a Superhero." Pyrrha said with a smile. "But I won't lie, I want to see how awesome Spider-Man is."

"Hey, Ren." Nora said to her friend, getting his attention. "Do you think I could get Spider-Man to autograph my weapon and my face?"

"You might want to get in line, Nora." Ren replied to her as he looks around and sees that the other students have something they want Spider-Man to autograph. "You are not the only one who wants to see Spider-Man."

"Uhhh, that's it!" Weiss said, now losing her patience since Spidey is getting late to arrive. "I'm calling Peter! Spider-Man should've been here like 10 minutes ago!"

As Weiss was about to call Peter through her Scroll, Spider-Man lands on top of the Beacon statue. "TADA!" He shouted as all the students turn around to finally see their hero. "Say my name and I magically appear!" He said while taking a bow. The students all shout "Spider-Man!" as they finally see him in person.

"Ha, Spider-Man! You're here!" Ruby shouts while squealing from the top of her lungs.

"Well, when I heard that you guys were decorating the school in my honor, I just couldn't resist so I swung here as fast as I could." Spidey explained while Ruby continues to squeal excitedly.

"So, Spider-Man, where's Peter Parker?" Blake asked him with a smile.

"You mean the kid who could never get my good side? He told me to swing ahead here as fast I could when I heard the news. Unfortunately, I sort of forgotten to pick him up. But I'm sure he'll get here soon, I think." He lied to keep his identity safe.

"Hm-hmm." Blake muttered to herself, since she knows that isn't true at the slightest.

Spidey jumps down from the statue as he straightens himself. "So, what are we doing-?" He got interrupted as the entire school students immediately surrounded him asking for his autograph and such.

"Spider-Man! Sign my shirt!" One male student shouted at him.

"Spider-Man! Can I get a picture from you?" One female student shouted from another side of him.

"Spider-Man! Can you sign my comic books, and my sword, and my shield?" Jaune shouted near him.

Spidey was not expecting this much excitement from the students as he tries to calm everyone down. "N-Now, now, guys! I'll sign whatever you need, uh…" He said but none of them seems to be listening.

"Hey, everyone, calm down!" Yang tries to calm the crowd, but no one is again listening. With a simple sigh, Yang then shoots out a shot into the air, finally getting everyone's attention. "Good. That's better." She said with a smile.

"Phew, thanks for the save, Yang!" Spidey thanked her, which she replies with a two-fingered salute.

"Okay, everyone! Listen up!" Ruby started to get everyone's attention. "Spider-Man will sign whatever you have during the tour! But for now, let's give him some space to breath. Remember, he is our greatest hero after all, so let's not tire him out before he goes off to fight some big battle." She said as she turns to Spidey with a smile.

"Thanks, Rubes! There's a reason why you are my #1 fan!" Spidey thanked her.

Ruby squealed as she immediately dashes to Weiss to gloat. "See, he said I'm his #1 fan. That's so awesome!" She told her excitedly while Weiss just rolls her eyes before walking away from her.

"Anyways, Spider-Man, we are glad that you decided to drop by-." She said before she got interrupted by Spidey.

"SWING by!" Spidey corrected her.

"Whatever!" Weiss said annoyed before she continued her greeting. "To our most gracious school. We hope you enjoy the tour we are about to give you." She finished with a smile.

"Assuming that there isn't any alien invasion that might occur during this tour." Spider-Man said.

"Aliens? You're joking, right?" Pyrrha asked from the side.

"It could happen." Spidey told her.

"Then without further ado…LET'S GET THIS TOUR STARTED!" Ruby shouted as all the students fist pump the air excitedly.

Yang walks up to Spidey and grabs his right hand. "C'mon, Spidey! You're with me!" She said with a smile as she starts dragging Spidey with her.

"H-Hey, be careful with my hand! I use it to wear hats!" Spidey told her as all the other students start following him.

* * *

So Spidey and all of Beacon's students are taking a tour of the Academy, all while Spidey is taking their autographs and pictures. They take a tour of the Dining halls, the library, and even some of the dorms on campus. They take a tour of some of the lecture halls on campus.

"Spider-Man…" Ruby started as they all approach Professor Oobleck and Professor Port. "These two are here are some of our professors: Professor Oobleck and Professor Port." Ruby introduced them to the spider hero.

"Hello there, Spider-Man." Oobleck shakes hand with Spider-Man. "It is so nice that we could finally meet."

"The pleasures all mine, Professor." Spidey said. "Hope you two haven't been giving these kids some crazy homework assignments. Might I recommend no homework for the next week?" He suggested to the two professors.

Port chuckles for a bit. "Well, seeing how this is a special occasion, we will accept your offer."

"Yes." Spidey lowly said to himself.

"NO HOMEWORK FOR A WHOLE WEEK! WOO-HOO!" Nora shouts as all the students fist pump the air in excitement.

* * *

The students continue the tour as they make their way to the Beacon Tower, where Professor Ozpin, who's drinking from a Spider-Man themed coffee mug, and Glynda are standing next to. "I'm pretty sure you already know who these two are, don't ya Spidey?" Ruby turned around and asked him.

"Oh, I know them alright." Spidey answered as he turned his head over to Glynda. "Hey, Glyndy, how you'd doing?" He happily waved at her.

"Fine, thank you for asking." She replied unenthusiastically, not particularly fond of Spidey nicknaming her that.

"Ah, I see that lovely personality of yours haven't changed a bit." Spidey pointed out, causing her to just growl at him annoyed.

Ozpin takes a sip from his drink as he walks towards the hero. "Hello there, Spider-Man. It has been a while since we last met." He greeted as he shakes hands with him. "You have no idea how honored we are for someone like you to be in our school."

"You're welcome, Ozzy. Just want to be there for the students. Give them a good time." Spidey responded.

Ozpin let's out a small smile. "Then would you like to come and be a student at my school?" He asked him, even though he's technically a student already, just that no one really knows that.

Ruby gasp in excitement. "That would be so cool. Having an actual hero be a part of our school."

"Sorry, have to decline that offer." Spidey rejected, causing Ruby to groan in sadness. "You know how it is: one minute I'm studying on stuff that I already know, and then suddenly have to go out and fight a giant robot that has my name on it. So it would be hard for me to balance all of that, and, you know, the bad guys would come after me if they know that I'm here." He answered.

Ozpin chuckles a bit knowing the irony. "Well, we are still glad that you decided to come and visit."

"Yeah, just make sure that your next initiation test doesn't involve launching students to a Grimm-filled forest. I heard someone also fell to a bottomless pit when I got wind of that information." Spidey said, as he is referring to himself as Peter Parker when he almost sacrificed himself to help his friends during initiation.

"I'll keep that in memory." Ozpin said with a smile.

* * *

The group ends their tour at the Amphitheater, which has been completely remade to have a Spider-Man themed look. "And here is the last stop of our tour: The Amphitheater!" Ruby said while showing off the giant room with the stage.

"So, what are we here for, anyways?" Spidey asked while signing another autograph for a student.

"One of the teams here are gonna fight you!" Ruby answered him, catching him off guard from that statement.

"Seriously?! You want me to fight four of the students here?!" Spidey urgently asked her.

"Mm-hmm." Ruby nodded in response.

Spidey scratches his head. "So, who am I facing?" He asked curious.

"Team RWBYP, of course!" Ruby shouted as the rest of her team approaches her. "Since I was the one that thought of this event, as well as Yang winning the raffle…" She said as Yang gives a thumbs up. "We are gonna be the ones that fights you tonight!"

"Heh, okay then." Spidey smirked under his mask. "Then let's do this thing, shall we." He said as he swings over to the dueling stage and hangs on his web as Team RWBYP approach the stage.

The students, including the Professors, are watching from the audience stand as Glynda steps forward to the stage. "Alright, the rules are simple: Fight until the opposing side's Aura reaches the red zone. When that happens, the fight is over." She informed them.

Team RWBYP takes out their weapons as Spider-Man jumps down from his web. "Watch out! Here comes the Spider-Man!" He said as he gets into fighting position.

"Someone play the battle music!" Ruby shouts from the stage.

 **BGM- Marvel vs Capcom 3 - Theme of Spider Man**

"Battle music?" Spidey asked confused. Suddenly, music starts playing through the speakers that are set up in the Amphitheater (Spider-Man's theme from Marvel vs. Capcom 3). "Ooooooohhh, that battle music."

"So, Spidey…" Yang started as she reloads her gauntlets. "Ready to get beat?" She asked with a smirk.

"You must have a black belt in stupid if you think you could beat me!" Spidey told her.

"You may have worked together with the four of us before…" Weiss started, pointing her rapier at Spidey with a smirk. "But I doubt you can beat us as a team."

"Pfft, whatever." Spider-Man said all smug. "I fought against six of my deadliest foes a couple of times before, and who always comes out on top? This guy!" He points to himself before getting back into fighting position. "So let's hurry this up, I have neighborhoods that need some friendlying."

The team gets into fighting position, excited that they are about to fight Spider-Man in combat. _"Since I know these girls' moves because we are on the same team, this should be easy."_ Spidey smirked under his mask as Glynda raises her hand.

"Now, without further ado. Begin!" She brought down her hand to signify that the battle has started.

Team RWBYP start charging in at Spidey at full speeds. "Voice Command: Web Barrage. Full Spread!" Spidey said, shooting out multiple web bullets at his team, but they were able to run pass them easily. Ruby and Yang are the first that are about to attack Spider-Man, but jumps and vaults over their heads. "You missed!" He shouts as he lands from across them. He quickly turns around and sprays webbing underneath the four girl's feet. "Why don't you stick around?" He quipped as he dodges the bullet fire from his webbed opponents easily.

"Why don't I stick my fist up to your face?" Yang quipped back as she punches the ground, freeing her team from the webbing below them.

"You seriously need to work on your quips, missy!" Spidey advised her. Yang charges at Spidey with a battle cry and a hard, right punch, but Spidey dodges to the left and counters with a kick to her chin, knocking her to the floor. Blake then comes in to try and slash at Spidey, but he easily dodges each sword slash before grabbing the katana with his hand. "You really need to sharpen this sword of yours. It's getting dull." Spidey advised her, who just simply smirks at the hero.

"I'll do it after we beat you." She said, as Yang sweep kicks Spidey under his feet, causing him to fall onto the ground. Before Yang could punch him in the gut, Spidey quickly shoots out a web line at the wall behind him and yanks himself up to it before he could get punched.

"Yoo-hoo, girls! I'm up here!" Spidey waved at both Yang and Blake from the wall. The two girls jump up in the air towards him. "Heh, had a feeling you would do that!" Spidey jumped from the wall as he is about to collide with the two girls. Before they could clash, Spidey shouts out something. "ULTIMATE! WEB-!" He shoots out a giant triangular web at the two girls, ensnaring them in a web cocoon. "Gotcha!" He swings them around in overhead circles several times before finally slamming his opponents into the ground. "THROW!" He lands next to the girls as they slowly get up.

"Okay, THAT…was impressive." Yang admitted.

From across the stage is standing Ruby and Weiss as they look at Spider-Man. "Weiss!" Ruby looks at her teammate, who nods as she understands the plan. Weiss creates a glyph behind Ruby, as the little leader jump from it and straight lunges at Spider-Man with her scythe at high speeds in the air. Spider-Man, however, was expecting this, thanks to his trusty Spider Sense, he simply ducks under from the attack as Ruby crashes down onto the stage floor. "You're too slow!" He taunted her.

Spidey then finds out his body is slowly being covered in ice thanks to Weiss. "This should cool you off and shut you up!" She said with a smirk on her face.

"Hey, you punned! That's totally awesome!" Spidey said before he was completely covered in ice. Weiss walks up to the iced spider, thinking that she has him beat, but starts to notice the ice starting to shake, as Spider-Man manages to break free through sheer willpower alone. "Man, that was cool! Pun entirely intended!" Spidey quipped, causing Weiss to growl at him.

The four girls decided to bum rush Spidey as they surround him from all corners, attacking him in close quarters combat, but this was nothing for the good old web slinger, since his speed and agility allows him to simply duck and dodge all attack from all sides. "Man, this is pathetic!" He mocked them before he webs up all four faces and yanks them towards one another, making them hit each other's head before he back flips to a nearby wall. "I mean seriously; I'm being totally honest here. I know you girls are still learning how to kick butt and all, but do you really think you could beat a guy that has fought and survived all sorts of trials almost every day, especially after I did some hardcore training not too long ago to learn a new fighting style." He told them.

"What fighting style are we talking about here?" Ruby asked while she continues to rub her head from the pain.

"Heh!" Spidey jumps over the Weiss, quickly uppercutting her, and then elbows Blake in the chest without her notice, then punching Yang in the face without a second's thought, and then lastly kicking Ruby so fast that she wasn't able to counter it in time. "I call it: Spider-Fu!"

"Spider-Fu?" Weiss asked while rubbing her face in pain.

"Well, it's actually called: The Way of the Spider, but I rather call it Spider-Fu. It just sounds cooler." Spidey admitted. His Spider Sense starts tingling as he quickly turns around and kicks a shadow clone of Blake that was from behind him. "Nice clone trick, Blake! VERY original!" He then notices what he kicked was a fire clone of Blake, as it explodes, causing smoke to appear.

"Wasn't expecting that, were you?" Blake asked all smug from the stage floor.

"WEB SWING!" Blake turns around as she is then kicked in the face by Spider-Man, who managed to dodge the explosion in time. Blake is kicked back to her teammates, who have all gotten their butts whooped. "This was just not your day, guys!" Spidey taunted.

"Alright! I'm finishing this!" Ruby declared as she gets into running position, about to use the full speed of her Semblance. "I'm gonna beat ya, Spider-Man! Just…don't hold a grudge on me, alright!" She said to him.

"How could I hold a grudge against a sweet, little girl like you?" Spider-Man shrugged as he two gets into running position. The two stare down at each other before quickly dashing at each other at full speed. "Crawler…" Spidey started as he and Ruby are about to clash. "ASSAULT!" Spidey unleashes a flurry of berserker punches while Ruby counters each punch with a swing from her scythe at her best speed possible. "You're good, Ruby, really good!" He said during their clash. "But you are not the first speedster I fought, and I doubt you are faster than the speed of sound, sooo…" He then finds an opening in Ruby's slashes and kicks her in the chest, flinging her back to her beaten teammates. "You're finished." He said just as Glynda comes up back on stage.

"Alright, match is over! Team RWBYP's Aura has entered the red zone!" Everyone in the stage looks at the Aura Meter up front, with Ruby and her friend's Aura in the red while Spidey's barely has a dent on it.

 _"_ _Second time that's happened, huh."_ Spidey remembers his early brawl with Pyrrha where he barely got hurt during their fight. He then walks up to his opponents to help them up. "I'll admit girls, you all have potential to be great fighters, but you still have a lot to learn as a team. But when the time comes, I'm sure you four would be unstoppable."

"Seriously?!" Ruby asked him excitedly.

"Of course! Maybe one day, you four might be remembered as 'Remnant's Mightiest Heroes' or something like that." Spidey told them.

"I look forward to that!" Yang happily said.

Spidey then turns his attention to the audience. "That goes for everyone else here too! You all have potential to be great heroes! Just remember to never give up, no matter what comes your way! As long as you remember that, no one can beat you! No one!" He advised the students, where they all respond with a big round of applause and shouts for "SPIDER-MAN, YOU'RE AMAZING!"

Spidey turns back to Team RWBYP. "It was great fighting you girls. You ALMOST had me at some points." He told them.

The girls smiled at his complement. "Thanks, Spidey. Just remember, if you need help, you can just ask us." Ruby told him.

"I'll make sure to leave you my number." Spidey said before he starts walking out the stage.

"Wait!" Weiss shouts for him, making him stop. "Can we get a picture with you? Just this once?" She asked him.

"Heh, sure." Spidey walks back to them as they get together for a picture. "When you're ready!" Spidey said. Weiss snaps the photo with her scroll, with an image of all five of them making a 'Thwip' hand motion in the picture. "Nice shot!" He said before he shoots out a web line in the ceiling. "Whelp, until we meet again! Web Swing!" He starts web swinging over the students as they all take pictures as he leaps out the window.

"Man, that was fun!" Yang said with a smile.

"Yeah, but I wished Peter was here to enjoy it." Ruby frowned, since her friend wasn't able to make it for the party.

"I'm sure he wouldn't mind, Ruby." Blake assured her. "Maybe he was here and taking pictures of our fight with Spider-Man."

"How are you sure?" Ruby asked her. Just then, she gets a message from her Scroll. She checks it to see it's from Peter, as he sent in a couple of photos of their fight between Spider-Man. "Wow, thanks Pete." She holds the Scroll to her chest as she smiles while looking at the moon from outside the window.

* * *

Back at the science lab, Peter unlocks the door and walks in to see that nothing has been touched since he left. "Glad to see everything is in tip-top shape." He said as he walks back to his chair, as he looks at his computer to see that the files he extracted from MACH-X have been fully completed. "Alright! Now let's see what was going on through your head, X." He said to himself as he clicks on the files. It then opens up an image with the White Fang logo and a title called: Project Foes. "Project Foes? What's that? Some school project that the White Fang are making?" He then looks through it a bit more as the only other thing he could get from the image was that it's being handled by a 'Professor', it's really dangerous, and its main purpose is to destroy Spider-Man. "Project Foes…That's all that I could get from this. What could it be? And who is this Professor?" Peter wonders to himself. "Well, I know one thing: This isn't gonna end well for me. That's for sure."

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Goblin:** ** _I…am the Green Goblin. AHAHAHA, Vacuo's White Fang have now been completely infected. Now I can finally focus on some other matters at hand._**

 **Qrow: Not so fast, monster.**

 **Goblin:** ** _Great, more people who wants to meet their end at my hands._**

 **Qrow: Listen, I don't know what you are but you are planning something, I plan on finishing you before it could get worse.**

 **Goblin:** ** _Finishing me? HA! Fool, don't you know that I am immortal! No matter how hard you try, nothing you do can stop me._**

 **Qrow: We'll see about that.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Immortal_**

 **Goblin:** ** _I have finally obtained my wish of immortality. Now no one can stop me. NO ONE!_**

* * *

 **KFX here: Fun chapter this one was. Having Spidey interact with the people of Beacon that loves and adores him is just the greatest. Anyways, four more chapter until Volume 1 is done, then I can immediately start on Volume 2, which shouldn't be as long but still enjoyable to read. Next chapter, Goblin takes on Qrow, and also claims that he's is immortal. How? Well, you can probably guess what gave him that immortality of his.**


	30. Vol 1 Issue 27: Immortal

_Vol 1 Issue 27: Immortal_

 ** _"_** ** _HAHAHAHAHA!"_** Goblin laughs to himself as he leaps through the barren, afternoon desert of the Vacuo kingdom. **_"HA! Finally, after so many months, I have successfully infected the White Fang of Remnant. Now with my army at my call, I can now move on to Phase two."_** He said to himself as he continues leaping through the desert. He reaches to his earpiece to contact Merlot back on Goblin Island. **_"Merlot, how's the construction of the Dimensional Transporter?"_** He asked the infected doctor.

 _"_ _Just about done, sir. Only need to make some minor adjustments to it."_ Merlot answered his master through the communicator.

 ** _"_** ** _Hehe, goood."_** Goblin evilly smiles to himself as he stops leaping and begins walking through the wasteland. **_"Once I talk with my 'associate' for a little training, then the real fun can begin, Hehehe."_** He laughs to himself as he uses his powers to stop the small sandstorm around his area so he could walk peacefully.

 _"_ _Norman, I have to ask: Is this 'associate' of yours can truly unlock your hidden Aura?"_ Merlot asked him, a bit uncertain about this. _"What do you even know about this 'demon' from another world?"_ He asked Goblin.

 ** _"_** ** _This demon has appeared on my world a couple of times before, when the two worlds like to collide with one another at times."_** Goblin started, explaining the events of the Marvel world colliding with the Capcom world. **_"To be honest, I never met him in person, only saw video footage of him fighting against the heroes and the likes of a being named Abyss, Apocalypse, and the World Eater Galactus. It's how I even learned of one of his moves, although I couldn't use it to its full power. This demonic warrior likes to refer himself as the 'denizen of hell' and is 'evil incarnate.'"_**

 _"_ _If someone like that exist, then why would he help you unlock your power?"_ Merlot questioned him.

 ** _"_** ** _It's like I said, Merlot. He may call himself a demon, but he is still a fighter. A fighter that likes to test himself against others, especially against strong opponents to the death. He also believes that the power of darkness is the only way to become strong, and I believe that."_** Goblin explained.

 _"_ _But why is that, exactly?"_ Merlot asked, still confused on that reasoning.

 ** _"_** ** _It might have to do with that strange aura of his. I believe it was called: The Satsui no Hado. I don't know much about it, except that it holds incredible amounts of dark power, similar to this 'Demonic Aura' that I feel within my body."_** Goblin explained to the good doctor.

 _"_ _And you think he will help train you in unlocking that power within?"_ Merlot asked.

 ** _"_** ** _I'm sure of it. Someone like him would take interest in the power that I have within, and would do anything to help me unlock it, because that's how he is: Wanting to fight opponents at their best so he could find a worthy rival that could give him a good fight to the death."_** Goblin said.

 _"_ _So, you plan on manipulating that curious side of him to help with your needs?"_ Merlot asked, starting to understand what Goblin is getting at.

 ** _"_** ** _HAHA, now you are getting it! Yes, I plan on taking advantage of that weakness of his to benefit my cause."_** Goblin said with a laugh. **_"And if he doesn't bother coming, then I will find other means to 'convince' him to help me. Of course, I'm a nice guy, so rather go for Option 1, and I have full confidence that he will help me on his own interest."_** He finished as he hangs up and continues walking through the desert.

After a short while, Goblin senses something to his right. **_"Hmmm!"_** He jumps out of the way from a sword slash from an unknown opponent. Goblin slides back as he holds his hand to stop himself from sliding even more. **_"Did someone come for an early funeral?"_** He asked the mysterious person in front of him.

"Nah, I'm sure my funeral isn't for another decade." The mysterious man said as he walks up to the hooded Goblin with his sword behind his head. "Yours, however, might be sooner than you think." He said with a smirk. The man has graying black, spiky hair, red eyes, and slight stubble along his jawline. With a red, tattered cloak, he wears a gray dress shirt with a long tail, black dress pants, and black dress shoes. He also wears a ring on his right index finger, two other rings on his right fourth finger, and a necklace with a crooked cross-shaped pendant.

Goblin stands up straight to face this new challenger. **_"Hmph. Another pathetic Huntsmen that was unfortunate enough to get in my way. I've already killed a few on my journey. Do you want to be the next?"_** He threatened the man.

"Naw, I'm good. Besides, I'm sure that your line is full anyways." The man retorted.

 ** _"_** ** _I would see that you are also a comedian. My least favorite type of people."_** Goblin slightly snarled, remembering Spider-Man's unfunny jokes.

"The name's Qrow." He finally introduced himself.

 ** _"_** ** _Qrow? You certainly don't look like any crow I've seen."_** Goblin said before chuckling a bit. **_"Maybe after I rearranged your face, then you might start looking like one, just like I do to those that cross my path."_** He finished as he cracks his knuckles.

"I see. So I take it you're the one behind the explosion at Mistral a while ago, and also the one that attacked the Schnee Dust Company headquarters?" Qrow asked him while sticking his sword to the ground.

 ** _"_** ** _I have no idea what you are talking about."_** Goblin shakes his head, even though you could see his smile inside that hood of his. **_"I remember being around those areas when those accidents occurred, but being the one behind them, you must be joking."_** He chuckled a bit.

"Okay, next question: Are you one of Salem's pawns?" Qrow asked him. "Because if you are…" He picks up his sword and points it at Goblin. "You have another thing coming."

 ** _"_** ** _Hehehe…HAHAHAHAHA!"_** Goblin laughed so hard as if he heard a clever joke, making Qrow tilt his head in confusion on why he is laughing. **_"Me? A pawn of Salem? That's hilarious!"_** He said as he slowly stops his laughing. **_"I think Salem is the true pawn here! She has no idea how much I have tampered with her plans! She probably doesn't even know what has happened to her own pawns!"_** He finished laughing.

"What the…" Qrow said confused. "What are you planning?" He asked the hooded monster.

 **BGM- Ultimate Spider-Man Game OST- Venom Fight 1 (Track 9)**

 ** _"_** ** _Hehe… If you could kill me, then I MIGHT tell you."_** Goblin prepares a fireball from his right hand. **_"But I doubt you will live long enough for that to happen!"_** He chucks the fireball at Qrow, who manages to jump back from the attack. Just as he lands, he sees Goblin coming at him with his sharp claws. Qrow blocks the attack with his sword as he clashes with Goblin. **_"You know, I'm in a good mood today. So I'm gonna go easy on you."_** He said with a chuckle as he continues to pin down Qrow and his sword.

"You're too kind!" Qrow said sarcastically as he pushes back Goblin a few feet away from him. But that didn't stop the monster, as he quickly gets up and teleports left and right as he approaches Qrow. Just as Goblin was about to punch him in the chest, Qrow blocks the incoming strike with his sword. But the punch actually goes through him, as Goblin himself just fades right through him. "An afterimage?!" He said surprised, right before he got gutted in the stomach by Goblin. He's knocked back a few feet but was able to land on his two feet, but not before clenching to his stomach. "I thought you said you would go easy on me?" He asked the monster as he slowly stands up right.

 ** _"_** ** _It's not my fault you are incredibly weak as a Huntsmen!"_** Goblin taunted as he quickly teleports right in front of Qrow to slash at him with his claws, but the man was able to side step out of the way in time, but not before getting a slash mark on his shirt.

"Hey, this was my favorite shirt! Don't you have any respect for a man's clothing?" He retorted angrily at the Goblin.

Goblin simply yawns at his retort, **_"No, not really!"_**

Qrow gets angry as he dashes at Goblin with his sword, but the madman was able to block it with his left arm. **_"Heh heh he.."_** Goblin laughs to himself a bit before charging up a fire blast from his mouth. Qrow looks in shock before quickly vaulting over the fire blast from Goblin's mouth, but he was able to take off his hood in the process. **_"Hey!"_** Goblin exclaimed as he crashes down to the ground on his back, just as Qrow lands perfectly on the dry, sandy desert.

"Heh!" Qrow smirks as he sees Goblin getting up from the ground, but his eyes widen as he sees Goblin's face and head, now without his hood.

 ** _"_** ** _You shouldn't have done that!"_** The hoodless Goblin, with his cape still on, said sinisterly, now showing his green, demonic face, his glowing red eyes, and the big horns on his head.

"Ooookay, I can now scratch off Grimm from my list." Qrow said, still in shock at his opponent's appearance. "What ARE you? Some kind of Demon?" He asked him.

 ** _"_** ** _I've been getting that a lot lately."_** Goblin answered. **_"But if you think I'm a demon now, wait until I've unlocked all of my power!"_** He smiled as he uses his Earth Dust powers to create piercing spikes from the ground as they approach Qrow. The dusty, old crow jumps back from the incoming spikes from the ground while the Goblin laughs at his dispense. **_"Let's makes this a little more interesting, shall we?"_** He grinned as he then starts shooting lightening out of his hands, thanks to the Lightning Dust he injected to himself months ago, at Qrow as he now has two things to worry about: Spikes and Lightening.

As Qrow stops for a second to catch his breath, he notices that Goblin has created an Earth prison around him. "Hey, why am I in jail? I haven't drunken anything in a while!" He shouted from his prison. Goblin jumps high into the air and prepares a fire fist as he then starts falling down to Qrow's Earth Prison, all while laughing maniacally. "Sheesh, and I thought I was nuts." Qrow said to himself as he changes his sword to a scythe and cuts through the prison and jumps out of the way just before Goblin's fist could make contact, creating a massive crater upon impact.

Qrow slides from the crater, panting showing that he is exhausted. "This guy is too much for me, too much for anyone, and he's not even using his full power." He said panting.

As he collects his bearings, he hears the Goblin laughing as he sees the monster exiting out of the dust. **_"You know, for a master scythe wielder from Signal, I was expecting more, Qrow Branwen! Your nieces would be very disappointed in you."_** Goblin said while shaking his head in disappointment.

"How do you know about them?!" Qrow demanded to know from the Goblin.

 ** _"_** ** _I've been doing my research, keeping a close eye on them, hehe."_** Goblin laughs a bit. **_"It's not only them I'm aware of, I also know about your little group, Qrow, the one's back at Beacon. OZPIN, I believe his name was."_** He said, getting a shocked gasp from Qrow. **_"I know your mission is to collect intel about Salem, wasting your time traveling across the world to learn more about a worthless enemy, but I'm sure you can already tell that I am a much more dangerous than she could ever be!"_**

"What are you saying?!" Qrow asked him as he stands up with his scythe in hand.

 ** _"_** ** _I'm saying that you are not seeing the bigger picture here, but by the time you figure it out you might already be dead."_** Goblin vaguely explains. **_"Oh, your nieces would be so heartbroken when they hear about your demise. Perhaps I should keep them company when that happens."_** He said with a sinister chuckle.

Qrow clenches onto his scythe in anger, since this monster is threatening his family. "Leave…my family…alone." He threatened him.

 ** _"_** ** _Don't worry. I have no quarrel with them, at least not yet."_** Goblin said with an evil smile. **_"You, however, I'm starting to get tired of. So it's time that I end you, you nasty, old crow!"_** He finished as he charges up his fist with fire, preparing to slice Qrow in pieces.

"Don't underestimate me!" Qrow shouted as he gets ready to clash with his scythe. "That mistake will be your misfortune."

The two have a standoff with each other, with Goblin having an evilish grin on his face while Qrow just looks at him serious. Both of them run at each other at full speed, letting out a loud battle cry as they charge at each other in the dry desert with their respective attacks: Qrow's scythe vs Goblin's flame claw. As the two combatants come right next to each other, face to face, they have one clash, slashing at each other at almost the same time. The two stop in place, now finding themselves at the opposite side of the battlefield. Qrow and Goblin stay still for a few seconds, with neither one of them breathing. Then, the unexpected happened, as Goblin's head is sliced off from his body, as both it and the headless body land silently on the ground. Blood drips from Goblin's, now decapitated, head, with neither it or the body moving an inch.

Qrow stands up, having a little slash mark on his face, but still alive as he turns around and faces the dead body of the Goblin with a smirk and his scythe behind his back. "Hey, I told you your mistake would bring you misfortune. Of course, that is sort of my fault. You can blame my Semblance for that." He admitted while scratching his head. "But it would seem that this one time it was actually useful in helping me."

As Qrow starts to walk up to the dead body of the Goblin, he notices something in front of him, "Hmm?" In what seems to be coming out of a horror film, the supposed dead, headless body of the Goblin slowly gets up, standing in right in front of a completely shocked Qrow. "What in the…" He said speechless.

 **BGM- Dragon Ball Super Original Soundtrack Vol. 2 - 22. Endless Training**

The body of the Goblin takes one, big step above its head, crushing it and burning it to ashes. Then, something starts to happen in its head, as it looks like something is about to pop out of it. In just a few seconds, a new head of Goblin pops out, now making him whole again. **_"Aaaaahhh, that's better!"_** The Goblin said as he cracks his neck to make sure his head is fully connected.

"W-What…" Qrow just stands there in complete shock, trying to comprehend what he just witnessed. "H-How?! Are you still alive? I sliced off your head! No one should still be alive after that!" He protested.

 ** _"_** ** _No one, except for me, that is."_** Goblin answered with a big grin on his face. **_"You see, Qrow, after so long, I have finally obtained my wish of immortality."_**

"You're…immortal?" Qrow asked, still speechless.

 ** _"_** ** _Yes."_** Goblin replied. **_"Thanks to my ISO-OZ Formula, not only that I have reached new levels of power, I am also incapable of dying."_** He explained. **_"Stabbing me in the heart, slicing off my head, or even exploding the planet that would scatter me into a million pieces, I will come back to life, just…like…that."_** He finished before going into a fit of maniacal laughter.

 _"_ _Tsk…That means it's useless to continue fighting. I need to get out of here."_ Qrow mentally told himself.

After he finished laughing, Goblin's eyes start to glow fire, as he immediately transforms into his Primal Form, with a fiery, orange aura surrounding him, turning his entire body and cloak into a dark silhouette, with the only things you could see is the red magma lines on his body and face, and his glowing eyes and mouth. **_"Now, it's time for you to perish, Qrow!"_** Goblin raises his fist into the air, and proceeds to slam it straight into the ground, causing the ground below to erupt as flame pillars start to completely overtake the area. Qrow decided that this fight is over as he quickly escapes before the flame pillars could overlap him. As the smoke clear, the only thing you could see is Goblin, now powered down, standing in the middle of a crater, with his surroundings being filled with lava. **_"Hmph. Where did he go?"_** Goblin asked himself as he looks around his area. **_"I know he's not dead. He must have escaped, but how?"_** He again asked himself.

He then senses something near him, as he moves his red eyes behind himself without turning his head to a cliff. _"Ah, so that's what you did."_ Goblin thought to himself before grinning. **_"If you are still here, Qrow, and I know you are, tell your superiors that this world and the ones beyond will have a new king, a god among gods, and there is nothing that you, the military, or even the Spider could do about it! I HAVE WON! You just don't know it yet!"_** He finished as he starts leaping to the air as he starts laughing maniacally. As Goblin disappears into the barren desert, there is a black crow that is standing on a nearby cliffside, tilting its head before flying off into the skies.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Well, this is just great, not only do I have to worry about this 'Project Foes' or whatever, my powers are starting to get in a flux. I'm either getting weaker or I lose my powers for a short while.**

 **Vector: Then this will make our job much easier then.**

 **Spider-Man: Who are you guys? The Fantastic Fakers?**

 **Vector: The name's Vector, and we are the U-Foes, and are main objective is to destroy you Spider-Man.**

 **Spider-Man: You guys aren't the first ones to say that to me you know!**

 **Vector: And we'll be the last ones to say it. U-FOES, get him!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _U-Foes (Part 1): Enter the Foes_**

 **Peter: Wait a minute! Where is Blake?**

* * *

 **KFX here: We are now approaching the FINALE of Volume 1 of this story, ending it off with a three parter against the U-Foes. This will also finish off the Volume 1 story of the RWBY story, so things are gonna heat up. Will Spider-Man be able to defeat the U-Foes: four individuals powered up by the Super (ISO) Dust Formula? It will take everything he has and then some to beat these new foes. Stay tuned. Oh, and regarding Goblin's Immortality, think of it similar to that of Majin Buu's regenerative abilities from Dragon Ball Z.**


	31. Vol 1 Issue 28: U-Foes (Part 1)

_Vol 1 Issue 28: U-Foes (Part 1)- Enter the Foes_

It's a bright and happy afternoon in the streets of Vale today, as the people are decorating the city in time for the Vytal Festival. Team RWBP is strolling through it all with an awed Weiss in the front, and a very distracted Peter in the back thinking to himself as he walks with his friends. A sign is being put up by the elderly Shopkeep that reads in bright red letters "WELCOME TO VALE!" for all the newcomers from different kingdoms that are arriving to Vale.

Weiss stops walking and starts raising her arms in amazement. "The Vytal Festival! Oh, this is absolutely _wonderful!_ " She happily said.

"I don't think I've ever seen you smile this much, Weiss." Ruby said before frowning a little. "It's kinda weirding me out…"

"How could you _not_ smile?" Weiss asked Ruby as she turns around to face her leader. "A festival dedicated to the cultures of the world! There will be dances! Parades! A tournament! Oh, the amount of planning and organization that goes into this event is simply breathtaking!" She finished as they continue walking, not knowing that Peter walked into a different direction from them as he is still distracted by something.

Yang sighed as she crossed her arms, "You really know how to take a good thing and make it sound boring." She said.

"Quiet, you!" Weiss retorted.

The team, minus Peter, stop near the docks and the sounds of foghorns are heard. "Remind me again why we're spending our Friday afternoon visiting the stupid docks?" Yang asked.

"Ugh, they smell like fish!" Ruby stated as she covers her nose.

"I've heard that students visiting from Vacuo will be arriving by ship today." Weiss informed them as she continues talking. "And, as a _representative_ of Beacon, I feel as though it is my solemn duty to welcome them to this _fine_ kingdom!" She said as they start walking away again.

"She wants to spy on them so she'll have the upper hand in the tournament." Blake told Yang the truth.

Weiss scoffs, "You can't prove that!"

"Ugh, guys…" Ruby said, getting their attention as she starts looking around their area. "Where's Peter?"

"He was just here a minute ago." Blake said.

"Maybe he got tired of hearing Weiss yapping like we are." Yang said with a chuckle.

"Oh, be quiet!" Weiss shouted at her. "Seriously, this isn't the first time he's gone and disappeared like that! We should be used to it by now!" She said while crossing her arms.

"I wonder where he went." Ruby wondered. "He's been pretty distracted since the big Spider-Man party a few days ago. I wonder what's going on with him."

"I'm sure Peter is fine." Weiss assured her.

"I don't know, remember what the nurse said about Peter's DNA is evolving and that he will suffer side effects because of that." Blake reminded her. "He could be unconscious somewhere needing our help. We should find him."

"Agreed." Yang and Ruby said together.

"Ugh, fine." Weiss groaned. "Where should we start looking anyways?" She asked the team.

"How about over there?" Ruby points to a shattered window down the street and a door full of yellow caution tape of the Vale Police Force. "Let's check that out!" She said as they all walk over to the crime scene.

* * *

Unfortunately for them, Peter was not near that area. Instead, he's just simply walking to a nearby alleyway as he continues to be in deep thought to himself. _"Project Foes…Project Foes. What in the world is that?"_ Peter mentally asked himself as he unintentionally sticks to a wall in the alleyway and starts walking up to the roof. _"Ugh, I hate the fact that I don't have any idea what this project is all about, especially when it's designed to kill me."_ Peter thought to his head as he makes his way to the top of the roof. He then continues walking straight on the rooftop, _"And this Professor. Who could he be? Could he have been the one creating all these crazy supervillains lately, just to get me?"_ He thought, remembering the likes of Hydro-Man, Zzzax, and MACH-X. _"Ugh, just wished that for once, whenever I enter a new dimension, my presence doesn't signal all these new villains to come and attack me and the ones I care about."_ He starts thinking about all the new friends and people he made ever since he came to Remnant: Team JNPR, May Burnside, Ozpin, Glynda, and most of all, his teammates in Team RWBYP. _"I wished I could tell them my secret, or the fact that I am from another dimension. But I can't. The moment you know more about me, the more chances that you are likely to get killed just from being next to me, or you actually might turn evil and start trying to get back at me."_ He thought depressively, as he remembers his best friend, Harry Osborn, turning into the second Green Goblin after his father 'died' and came after him because he blamed him for everything. _"It's official: My life sucks, and nothing I do could change that, probably because I'm cursed to be Spider-Man for the rest of my life."_

As Peter continues to walk on top of the building, he approaches the edge of it. Now usually, Peter's Spider-Sense would warn him that he is about to fall off, but it doesn't seem to tingle as he walks off without knowing. "Hey!" As the hero walks off the edge and starts falling to the alleyway below, he put his hand on the wall next to him, hoping that he could stick himself to save himself, but it doesn't work. "Oh, come on!" He shouted as he continued falling until he hits the large, green trash can on the bottom. He groans in pain as he slowly rolls to the ground from the can. "Man, what was that all about?" He asked himself as he slowly gets up from the ground while also putting a hand behind his back in pain. "I know I said that being cursed as Spider-Man has brought me nothing but misery, but I didn't mean that entirely. So why is my powers messing up all of the sudden?"

He slowly starts walking out of the alleyway as he thinks to himself what is going on with him. "Maybe this is another side effect of my DNA evolving. Not only that I experience massive spider-aches and black outs, but now my spider powers can turn off at any moment, or make me feel incredibly weak at the very least." He said to himself as he shakes his head feeling weak all of a sudden.

As Peter walks out of the alleyway feeling weak, he accidently bumps into a girl with short, curly orang hair and green eyes. "Agh, what gives?" Peter asked as he holds onto his face in pain, as if he walked into a wall.

"Sal-u-ta-tions!" Peter looks in front of him and notices the smiling girl.

"Um…hello." Peter greeted, a bit unsure about her behavior. "Are you okay? Sorry that I bumped into you like that." He apologizes as he helps the girl get up from the ground.

"I'm wonderful! Thank you for asking." The girl said as she stands up straight. "My name is Penny. It's a pleasure to meet you!"

"Hi Penny. My name is Peter Parker." Peter introduced himself.

Penny gasp in surprise. "You mean THE Peter Parker?" She asked happily.

"Uh…yeah." Peter answered confused by her question.

"I've heard so much about you! Like how you saved that Schnee girl back at Atlas, or how you take pictures of that Spider-Man guy here!" She said excitedly.

"Uh, thanks, I guess." Peter said, still not used to being thanked for stuff that he did, not as Spider-Man. "Well, it was nice meeting you, friend." Peter waved as he starts walking away from her. "I have places to go, people to find, like four of them in fact, and I'm sure the Ice Queen would kill me for ditching her and the rest." He said as he continues walking away from Penny.

Suddenly, she appears right in front of a surprised Peter. "What did you call me?" She asked him curious.

"Ugh…frieeeeeend." Peter nervously said with a nervous smile.

"Sen-sational!" She said overjoyed.

"Ugh, it's almost like talking to the Vision." Peter lowly said to himself, remembering the android Avenger back on Earth. He then looks back at the excited Penny. "Are you sure you are not a robot?" He asked her.

Penny's excitement immediately turned into nervousness. "Me? A robot?" She said with a hiccup. "Don't be ridiculous." She said with a smile before hiccupping again.

"Heh, don't worry, I only meant that as a joke." Peter said with a smile.

 _"_ _No, I think she might actually be one."_ The British A.I. in Peter's Webware speaks up.

"Wait a minute. You mean she's actually a robot?" Peter asked the A.I., which starts to make Penny nervous.

 _"_ _Yes, my scans indicate that she is a synthetic being that is capable of generating Aura."_ J.A.R.V.I.S. told him.

"Just like MACH-X." Peter lowly said to himself, remembering how MACH-X was also a robot that was capable of generating an Aura. He then looks at Penny, who has a depressed look on her face.

"Yes, it's true. I'm not real." Penny told him with a sad face.

"Ah, don't be like that, of course you are." Peter said as he puts a hand on her shoulder. "Just because you are made of nuts and bolts doesn't mean you aren't like the rest of us." He told her, making her smile a bit. "Just don't do anything that might cause a scene, okay?" He asked her, not wanting to deal with another MACH-X problem right away.

"Ooohhh…" Penny immediately hugs Peter, crushing him with her strength. "You are just as awesome as what I've heard!"

"Don't…mention it." He said while gasping for air. Suddenly, his Spider-Sense goes off as something dangerous is happening near him. He breaks free from Penny's hug. "Sorry, Penny, but I have to do something right now. It's important." He then starts running away from her. "I'll see you later!" He said before getting out of her sight.

"Bye, Peter!" She waved back at him, even though he's already gone. "Hmm, now I wonder if I might find another friend like him." She thought to herself. She then notices a monkey Faunus and two police detectives running pass her, and then bumps into Weiss and trips as she was chasing down the Faunus.

"No, he got away!" Weiss said.

"Uhh…Weiss?" Yang strangely points to Penny from underneath her teammate.

Weiss sees she fell on Penny, who just strangely smiles at her, which startles the heiress and hastily gets up. "Sal-u-ta-tions!" Penny said, still down on the ground smiling.

"Um…hello." Ruby awkwardly greeted her.

* * *

Meanwhile, Peter, now in costume, is swinging through the city as he tries to find the source of what triggered his spider-sense. "I'm getting closer to the source that I can just smell it." He sniffs the air for a bit before sniffing something strange. "In fact, what is that I'm smelling? It almost smells like…hydrogen."

Spidey's Spider Sense tingles once again as he notices some sort of green gas floating in the air. "What is that? Gas?" He asked himself. He then sees that the gas floating away to a nearby warehouse. "Hey, where you going, Gassy?" He follows the gas as it enters through the vents of the warehouse. Spidey lands right next to air vent where the gas entered through. "Gee, another air vent. Like I haven't been through enough of these in my life." Spidey said as he takes out the cover of the vent and starts crawling through it.

Spidey slowly crawls through the air vent, not wanting to trigger any alarms, assuming that this place is a trap of some kind. "Never thought that in my life, I would be chasing down hydrogen gas that tingles my spider-sense. Let's just hope that wherever I'm going now isn't some kind of…" He stopped suddenly as his spider-sense warns him of danger from below, as part of the air vent blows up. "TRAP!" He shouted as he crash lands to a couple of empty, brown boxes that somewhat broke his fall. "Ow, what was that all about?" He asked himself while shaking his head in pain.

"Hello there, Spider-Man." A voice near him greets the wall crawler. "So nice of you to _drop by_ to meet us." He said to the bug.

"Huh?" Spidey looks in front of him to see four individuals: a yellow and orange man covered in an unusual pattern and with white eyes and no hair, a woman entirely made of green gas and has white eyes, a purple man with white eyes and no hair, and a big looking guy covered in metallic sheen. Peter gets up from the wreckage, "So, who are you guys supposed to be? The Fantastic Four?" He asked jokingly.

"We are the U-Foes. The name's Vector." The man in orange introduced himself. "The lovely woman you chased down is called Vapor." He points to the gas woman.

"Hello there, Spider-Man." Vapor greeted him with an evilish smile in her gas form.

"The man in purple is named X-Ray." Vector continued introducing his team as he points to X-Ray.

"Hey!" X-Ray said.

"And last, but certainly not least, our metal friend: Ironclad." Vector finished as he points to the metal man.

"I'm ready to squash a bug whenever you're ready, Vector." Ironclad said as he slams his fists together.

"Great, so you are not the Fantastic Four, you're the Fantastic Fakers!" Spider-Man said to them.

"Say what you want, bug. We are the White Fang's strongest soldiers here in Vale, specifically handpicked to get a massive boost in power just to destroy you." Vector said while pointing at Peter.

"And because of that, three of you lost your hair. How sad." Spidey mocked the males, getting them all angry.

"Joke all you want, Spider. Out of everyone in the White Fang, WE are the best when it comes to team work, which gives us a huge advantage in this battle." Vector said with a grin.

"Yeah, so what? A guy with octopus arms thought of the same thing, gathered six of my baddies to kill me, which I'm sure you could tell, didn't work." Spidey talked back to the orange, naked man.

"I doubt those baddies of yours had power like this." X-Ray said to him. "With our power and our team work, we could easily crush you like the bug that you are!" He said.

"Oh yeah? Says who?" Spidey asked.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Hobgoblin - Unfriendly Skies**

Suddenly, Peter's Spider-Sense tingles, as he sees Ironclad jumping in the air and ready to slam on the ground with his fist. "SAYS US: THE U-FOES!" He shouted as he is about to punch the ground of the warehouse. Peter barely managed to jump out of the attack, as the entire ground rumbles from the punch.

The hero sticks himself to the wall of the warehouse. "HA! You missed, you hairless metal dummy!" He taunted him. Suddenly, Peter's body is starting to move on its own as it begins to levitate in the air. "Hey, why I am floating?" He asked in the air. He sees in front of him is Vector, using his hand to raise Spider-Man in the air.

"Now Ironclad, try not to miss this time." Vector told his metal friend.

"Hehe!" Ironclad laughed. Vector uses his powers to pull Spider-Man right up to Ironclad, who then punches him straight in the face, knocking him away to another part of the warehouse.

"Aaah, my face!" Spidey said in pain as he touches his hopefully not broken face. "Man, that guy can punch!" He said. Just then, Peter starts to cough painfully as he finds himself surrounded by purple gas. "…Is this…poison…" He said between coughs.

As Spidey continues to cough, he sees a face form from the gas, which is actually the purple face of Vapor. "How do you like my poisonous gas, Spider-Man? I hope you find it very deadly." She said before laughing a bit.

While Spidey tries to find a way to get out of the poisonous gas, he is blasted out of the gas thanks to X-Ray's energy attack. X-Ray laughs as he flies over the weakened hero. "Hope you like radiation, Spider, because I am made full of that stuff!" He stated as he proceeds to blast Spider-Man with devastating radiation blasts from his hands.

Peter struggles to break away from X-Ray's blasts, but finds himself too weakened to do so. "This radiation…It seems to be weakening me…either that or my powers are in a flux again…" He said in pain as he tries to find a way to break free from the constant radiation that X-Ray is attacking him with. Luckily, the hero spots a small, metal crate close to him and shoots out a web line at it. Using whatever strength he has left, he throws the crate at X-Ray, causing him to stagger a bit in the air. With no radiation holding him down, Spidey gets back up and proceeds to jump straight at X-Ray with a hard right punch, but instead of hurting him, he goes right through him. "What the…How did that happen?" He asked as he lands on the ground, surprised that he just went through him like he's a ghost.

"AHAHA! Have you forgotten I'm named X-RAY?" He asked the Spider from the air. "In this form, I'm intangible and invulnerable to any physical attacks! You can't touch me!" He mocked as he starts shooting radiation blast at Spidey, who manages to leap and dodge each one, except for one that blast him to the ground.

"Ughhh…" As a weakened Peter groans on the floor, he sees Ironclad simply hovering right in front of him. "How in the world is a big guy like you hovering in the air like that?" Spidey asked him from the ground.

"My power allows me to increase or decrease my weight." Ironclad explained as he continues to hover. "So I can be as light as a feather…" The metal man then increases his weight as he lands hard down to the ground. "…or as hard as a mountain." He then proceeds to lift up Spider-Man and punch him in the chest, knocking him away in the air.

As Spider-Man tries to find a way to save himself, his momentum is stopped in the air as Vector flies right next to him with his arms crossed. "I'm sure you could guess what my powers are." Vector said to the not moving Spider-Man.

"Let me guess: the powers to lift up your remote from two feet away from you!" The Spider joked, causing Vector to growl at him in anger.

"It's telekinesis!" The Orange leader of the U-foes corrected him. "I not only have the powers to fly, I can also accelerate any object I see, attract and block any attacks, and repel matter and energy. Observe…" Vector lifts up a nearby lifter in the warehouse, and throws it straight at Spider-Man at an almost instantaneous rate of speed.

Spidey is knocked hard to a wall, with his costume starting to show battle damage as there are some tears all over the costume. "Perfect…" Spidey told himself, struggling to move his body as he slowly gets up. "At least I know what Project Foes is now. But these U-Foes fellow. I'm sure there exist a team like that back on Earth. I believe they actually fought the Hulk a couple of times, actually giving the green Avenger some trouble. This can't be some weird coincidences, right?" He asked himself as he slouches as he stands, clinging onto his left arm in pain. "But, the U-Foes back on Earth were powered up by Cosmic Rays, the same rays that made the Fantastic Four so fantastic. So, how did these guys get their powers?" He asked.

 _"_ _I may have the answer, sir."_ J.A.R.V.I.S. spoke up.

"You do?" Spidey asked the A.I. from his Webware.

 _"_ _Indeed. It would seem that these four are powered up by the same stuff that gave power to MACH-X's armor."_ The A.I. informed him.

"You mean that Super Dust or whatever? Great…" Spidey said sarcastically. "It's like fighting four MACH-Xs at once. Me and Blake were barely able to beat a weakened one, so how I can beat these four by myself?" He asked himself as he sees the U-Foes slowly walking, or hovering, to his direction. "This is not going to end well." He said with his eyes widen, ready for his butt to get whooped.

* * *

 **Osborn's Lab**

The LMD Norman Osborn and Roman Torchwick are sitting next to a computer, where the two are enjoying themselves as they observe the U-Foes fighting against Spider-Man.

"Hahaa! I don't know how you did it, Norman, but those U-Foes of yours are finally giving that pesky Spider the beat down that he deserves!" Roman said happily.

The LMD smirked from his complement. "Why, thank you, Roman. You can thank the Super Dust Formula that I created that gives these four the powers that mimic the Cosmic Rays back on Earth, the same rays that gave birth to the Fantastic Four." Norman explained to him. "Now the bug will finally get what's coming to him."

"Finally, but I have to ask, Norman…" Roman looks at the LMD, who looks at him back. "What did you use to improve that formula of yours?" He asked him curious.

"Oh, just did some more experimenting with the Dust and combined them with even more chemicals. Nothing that you might understand, Torchwick." The LMD Norman explained to him with a smirk.

"Hm, I supposed I wouldn't. I'm just glad the bug is getting the punishment he so gladly deserves!" Roman said before looking back at the monitor, not seeing the evil smirk that is plastered on the LMD's face, knowing that there is more to the formula that Roman is not aware of.

* * *

 **Goblin Island**

 ** _"_** ** _HAHAHA!"_** The Green Goblin laughs as he observes the battle between the U-Foes and Spider-Man in his lab. **_"It would seem that the U-Foes are actually giving Parker trouble, as expect. Thanks to my LMD combining the Dust Formula with the ISO-8, they're power has reached to new heights, the same power that gave MACH-X his tremendous power to begin with. Of course, it's still nothing compared to the ISO-OZ Formula, but it should give Parker a run for his money so I won't have to get my hands dirty."_** He finished before laughing to himself a bit.

He then gets a call from Merlot through his earpiece. _"Norman! The Dimensional Transporter is ready! You are ready to leave to that other Earth you talked about!"_ Merlot informed Goblin.

 ** _"_** ** _Hehe, good!"_** Goblin smiled before he starts exiting out of the lab. **_"Time to see if this demon will accept my offer."_** He said before going into another laughing tangent.

* * *

Back with Peter, he is getting his butt whooped left and right by the U-Foes as he crashes to another wall of the building. Peter pants heavily as he tries to stand up straight. "I can't win…not like this." He said as he breathes heavily, holding onto his chest in pain. The Spider can just feel the blood that is dripping from all over his body as the U-Foes slowly walk up to him. "I need to get out of here. Think of a new plan to take these guys down." He lowly said to himself before he notices that he is in the air again thanks to Vector and is thrown to a bunch of empty crates and boxes.

The U-Foes walk over to where the boxes have buried Spider-Man. "Come on out, Spider! We are not done with you yet!" Vector stated, using his telekinetic powers to move the boxes out of the way, only to find that Spider-Man is not there.

"What the?! He's gone!" X-Ray shouted.

"I can see that, X-Ray!" Vector told him. "He must have escaped somehow, but we'll find him, and the next time we meet, he won't have the pleasure of getting off easy again." He declared, not seeing an invisible Spider-Man quietly crawls out of the window and then swings off into the night.

* * *

Peter swings back to one of the rooftops at Beacon, beaten and weaken, as he crashes down onto the rooftop, slowly managing to get up. He holds onto his left arm in pain as he looks around to see if no one is watching him. "Man, that could've gone better." He said, still feeling pain almost everywhere in his body. "I've got to think of a new plan of attack. Find their weakness. I'm sure there is a way to beat them. It just might be a bit difficult to do alone though, maybe I should…" Before he could suggest getting his team to help him, he immediately rejects the idea in his head. "No! I don't want them to get involved. This is too dangerous for them. I don't want them to get involved in a battle that might lead to their deaths. I just can't…" He said depressively. "I should continue thinking about this while I sleep. I'm already exhausted, and in pain, ugh…" He said as he hops onto another rooftop, completely not seeing Blake run outside next to the school statue sad, as she takes off her bow to reveal her Faunus ears.

* * *

Now out of costume, the beat up Peter walks to his dorm room, still feeling the pain from his battle against the U-Foes. "That X-Ray guy is gonna be trouble." He stated. "The fact his powers can weaken my powers makes him a very dangerous opponent. I should probably upgrade my suit to handle radiation blast better." He said before yawning. "I'll do that tomorrow, assuming I get a good night's sleep though."

As Peter opens the door, he sees Ruby and Yang around it while Weiss is standing next to her bed. "Hey, girls. How'd you doing?" Peter said weakly.

"Huh, Peter!" Ruby said as both she and Yang hurry to Peter's aid. They take a second to see his damaged body. "Peter, what happened to you?" Ruby asked him, worried about his friend's current condition.

"We were looking all over for you." Yang told him, as she too is worried about Peter's injuries. "How did you get hurt this badly?"

"Yeah, uh, I was called in to take some pictures today, and let me tell you, it wasn't pretty." He answered their questions as he laughs for a bit before grunting in pain, holding onto his chest.

Ruby and Yang help him to make sure he won't fall off. "Well, don't make us worried like that again. We were so scared." Ruby told him while hugging body, trying not to cry.

"I'm fine, just need some rest." Peter told her. He then takes a second take at the room, noticing that something is missing. "Girls, where's Blake?" He asked them, wondering why another one of their friends is not in the room. The remaining girls in the dorm remain silent, with Ruby and Yang making a frown while Weiss just looks at the window. "Girls, what happened to Blake?" Peter asked them again. "What happened while I was gone?"

Ruby decided to speak up after the long silence. "You see, Peter…" She started, gaining his full attention. "While we were looking for you in the city, Blake and Weiss were having an argument regarding the White Fang, and that…" She continues to frown, not knowing how to continue.

"That she is a Faunus and a member of the White Fang!" Weiss finally spoke up, catching everyone's attention.

"What?!" Peter shouted, wondering how they found out that Blake is a Faunus.

"You heard me!" Weiss turned around to Peter with her arms crossed. "She's another of those disgusting Faunus that is part of an organization that want to destroy Humanity!"

"Okay, Faunus I believe, but her being part of the White Fang? That's crazy!" Peter said, flaunting his right arm, refusing to believe that Blake would be part of a villainous group like that, because if she was part of the White Fang, his Spider-Sense would've triggered but it didn't.

"She said it herself, not too long ago! That's she part of that villainous group who might be the cause of my sister getting hospitalized a few weeks back!" Weiss said.

"Weiss, we don't even know if the White Fang were part of the attack at your company!" Peter argued. "And I don't believe that Blake is part of the White Fang, either!" He continued, prompting Weiss to let out a small "Hmph" as she turns around and face the window. "Even if she is part of the White Fang, are you seriously gonna stand there and ignore your friend, just like that?" He asked her.

"Why should I continue to be friends with someone that plans to kill us all one day?" Weiss asked him that question.

"That same someone that is desperate for our help and support!" Peter argued back as he walks closer to Weiss at the window.

Weiss turns around to face him. "Help a member of the White Fang? Are you crazy? Do you have any idea what the White Fang has put me through and my family?" She asked him with anger, although that doesn't seem to make Peter flinch one bit, as he looks at her serious. "Those monsters have been at war with my family for years, as in _actual_ wars, the kind where people died! They're the reason why my childhood was so miserable, the reason I could never get along with my dad! Don't you get it? I'm a victim of these guys, and I'll hate them forever because of that!" She said, poking Peter in the chest, but that also doesn't make him move either.

"So what? You are gonna let that hatred of yours blind you to who your friends are?" Peter argued back at her, prompting her to turn around again.

"Perhaps." She simply said.

That simple comment from the Ice Queen has made Peter's blood boil, even though he's still in pain from his battle against the U-Foes. "Then you really are arrogant, just like your father!" He said, triggering Weiss.

"Should we…?" Ruby asked her sister if they should get involved right now.

"Let's not." Yang told her sister as they continue to watch their friends fight.

Weiss angrily turns around and faces Peter dead in the eye. "I am nothing like my father! You hear me?!" She shouted at Peter.

"If you keep this up, you just might!" Peter retorted. "If you let this anger and arrogance of yours consume you, you might turn out just like him, maybe even worse!" He bluntly told her.

Weiss takes a tug on Peter's shirt, but he's not doing anything to stop her. "I thought out of everyone here, Peter, I thought you would understand the pain that I'm going through the most! You said you had a friend named Harry that went through the exact same thing that I'm going through now, and how did that turn out for him, huh?" She angrily asked him.

"…He's dead." Peter simply told her dead in her eyes. Weiss' eyes widen as she lets go of Peter's shirt and takes a few steps back from him. Ruby and Yang's eyes also widen at his simple response. "It's because of what you are going through right now is the reason why he died in the first place." He calmly told her, as she continues to stare at Peter, not knowing how to respond to that.

Peter sighed as he frowns and looks down on the floor. "It's like what I told you before, how his father would always ignore or berate him because of his work, even when he was just a child. Well, after his father died, Harry blamed and would go after everyone that could've caused his dad's demise: his fellow board members, the people his father worked closely with…and even me." He said, getting a gasp from everyone in the dorm as they look at him shocked.

"But…why would Harry go after you? I thought you two were friends." Ruby asked him.

"We were, but Harry blames me the most for his father's death." Peter turned his head around and told Ruby. "I couldn't blame him though." He turns his head away as he continues to frown. "His father would always prefer me to his son, saying that I'm more of his son than Harry could ever be." He said.

"That's crazy!" Yang shouted. "What kind of father would say such a thing?"

"A very twisted and selfish one." Peter answered her. "But that didn't mean anything, as Harry would become more and more jealous of me each time that statement is brought up. The two of us would then start fighting each other, but I never wanted to fight him. I couldn't bring myself to fight against my own best friend, I just couldn't." He said, clenching his fists. Weiss notices this but doesn't say anything as Peter continues talking. "Each time we fight, I would try everything in my power to help me, no matter how far the deep end he went. I would try everything, but in the end…" He stops clenching his fists. "…it wasn't enough. He died right in my arms, saying to me that even after everything that came between us, he still considered me his best friend, even to the end." Peter finished his confession, trying his damn best to hold back the tears and those horrible memories.

Ruby and Yang stare at him depressed and a bit teary-eyed, wanting to do something to comfort Peter, but they don't seem to know what to do. "P-Peter…" Weiss finally spoke up to him, wanting to comfort him for his tragic friendship with Harry.

Peter wipes off the tears from his eyes. "If I was a better to him, then maybe he would still be here, but I didn't." He then looks at Weiss straight in the eyes. "That's why we shouldn't abandon our friends like that. No matter how far off the deep end they are, or if they are part of some villainous group, we can't just leave them when there's a chance they could die at any moment. That's why I'm not abandoning Blake. Even IF she's part of the White Fang, she's our friend, and I don't ever abandon my friends."

Peter starts walking away from the sadden Weiss and heads for the door. "Peter, where are you going?" Ruby asked him as he holds onto the doorknob.

"I'm going to find Blake." He told her.

"But you're hurt and it's the middle of the night. You can't blame yourself for something that you weren't even here for." Yang told him, not wanting to see her friend go out and might get himself killed.

"That's the problem!" Peter started talking while also startling Yang. "If I was here, then maybe I would've done something, make a difference! But I wasn't, and now I have to take responsibility for it, just like what a certain Ice Queen should be doing right now!" Peter turns his head to Weiss, who just looks at the floor so she wouldn't make eye contact with him. "I'm going. Don't try to stop me." He said as he exits the dorm.

"Peter, wait!" Ruby calls out for him but he ignores it and continues walking away in the halls.

Ruby sighed in sadness while Yang just looks at the depressed Weiss with a serious look on her face. "Are you happy, Weiss?" She asked the heiress with her arms crossed. "Now two of our friends are gone to who knows where. What do you have to say for yourself?" She asked her.

Weiss doesn't have an answer as she just looks out through the window, thinking about everything that just happened tonight.

* * *

"I shouldn't have left." Spidey said to himself as he swings through the night sky of the city. "I should've been there to help out, do something to stop them from arguing, but I didn't, all because I have to go out and play hero. How can I be a hero when I can't even help the ones close to me? Harry, Gwen, Ben…Aunt May." He said depressively, still worrying about the fate of her Aunt. "I can't make the same mistake with Blake. I won't have her get killed because I couldn't do anything to prevent it! Those U-Foes are still out there, and if they come across her, I would never forgive myself!"

As he continues to swing through the air, he suddenly loses his strength to hold onto the webbing, probably because of his powers going into a flux again. "What the?!" He said as he falls to a nearby rooftop, weak, tired, with barely any strength to do anything. He struggles to get up, as he stills has a job to do. "I can't…give up now. I just can't…" He said to himself weakly as he slowly starts walking on the roof, but loses feeling in his legs and collapse on the roof. "I can't…" He tries not to lose consciousness, thinking about what might happen to Blake if the White Fang or the U-Foes get to here. "I…can't…" Without no strength left in his body, Peter falls unconscious on the rooftop, with no one to see him or help him.

TO BE CONTINUED…

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Ruby: Hey, this is Ruby Rose. Oh, Peter. Blake. Where are you guys? It's been two days now since they left.**

 **Yang: I'm sure they are fine. We just…have to believe in them.**

 **Ruby: I hope nothing bad happened to them. Things have been getting a bit crazy lately with Spider-Man not showing up recently, and the White Fang having these new guys with powers.**

 **Yang: Then let's go find them there. When there's trouble, I'm sure those two will be right there. That goes for you too, Weiss.**

 **Weiss: Huh? Oh, yeah, sure…**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _U-Foes (Part 2): Blake's Secret_**

 **Penny: Hello, my friends. What have I missed?**

* * *

 **KFX here: Wow, this chapter was pretty intense. Got the battle against the U-Foes, who gave Spider-Man a good beating, but we also had that heated argument between Weiss and Peter. Let's see how this continues onward in the next chapter, shall we?**


	32. Vol 1 Issue 29: U-Foes (Part 2)

_Vol 1 Issue 29: U-Foes (Part 2)- Blake's Secret_

It's been two days since both Blake and Peter left their dorms, with both of their current positions left unknown. It's morning now at Beacon as Ruby wakes up from her beauty sleep, yawning in the process. She takes a look at Blake's empty bunk and Peter's empty hammock. She groans sadly, still wondering where her friends are.

"They've been gone all weekend…" Ruby said as she, Yang, and Weiss are walking down the empty streets of Vale.

"Blake's a big girl, I'm sure she can handle herself!" Weiss said.

"And what about Peter?" Yang looked at her serious. "You saw the condition he was in. He could be dead right now." She told her, getting Weiss all depressed and silent as she remembers what Peter told her about Harry's death.

"Weiss…" Ruby tries to talk to the heiress.

"And even if Blake is part of the White Fang, she and Peter are still missing, and we need to find her!" Yang said.

"Still though…" Weiss said a bit sadly. "A member of the White Fang. Right underneath our noses." She said feeling betrayed.

"I just hope her and Peter are okay." Ruby said sadly as she looks out into the blue sky.

* * *

"Ughhh…" Peter groaned as he slowly opens his eyes to find himself laying on the floor in some dark, small area with red bubbles inside. "W-Where am I…And why does it feel so sticky" He asked himself, touching his small surroundings of what appears to be webbing. "How did…I get here?" He slowly gets up from the floor, only to hit his head on the ceiling. "Ow!" He holds his head in pain. "This place is cramp. But maybe, maybe I can break free. Wherever I am doesn't seem to be very solid. It almost feels like a cocoon, but where exactly?" He puts two hands on the inside of the cocoon as he starts to push himself out. "Rrrrrggghh!" He screamed as he starts tearing a hole in the cocoon, revealing an opening to the outside world. "Yes! I'm free!" He shouted as he finds himself back on the same rooftop he was in before he collapsed. He looks out into the morning sun and looks at his costume, which is still damaged since his battle against the U-Foes. "Man, how long was I out?" He asked as he rubs his face and then takes another look at the broken cocoon next to him. "And why was I in a cocoon?" He asked another question, hoping that somebody would answer him.

 _"_ _You were the one that created that cocoon, sir."_ J.A.R.V.I.S. spoke up from his Webware.

"Jarvis, you're okay! And why did you say I was the one that created that cocoon?" Peter asked him, not remembering a thing about creating a cocoon.

 _"_ _While you were unconscious, you sub-consciously used your webbing to wrap yourself inside that cocoon, possibly to hide yourself from any unwanted visitors."_ The A.I. explained to him.

"But if I wanted to hide myself from people, I would've used the stealth mode in my suit." Peter said, thinking that would've been the better alternative. He then takes another look at his body, now fully healed from his recent battle. "But hey, at least I'm completely healed, even though I still feel weak and tired." He said while shaking his head feeling sick. "But a beat down like that would usually take me like a week to recover from. Just how long was I out?" He asked that same question again.

 _"_ _Well, it has been two days since you lost consciousness."_ The A.I. told him, shocking Peter since he had no idea he was out for that long.

"Two days, and I'm already completely healed?!" He said surprised. "Just what IS going on with me? It's like ever since I got to this dimension, my body has been changing, EVOLVING is what the nurse said, but…could it be that is the case?" He asked, putting his hand under his chin thinking to himself.

 _'_ _I may have the answer to that.'_ A mysterious voice tells Peter.

"Who?!" Peter asked as he is suddenly surrounded by a purple portal, which teleports him to some unknown dark place. "Ugh!" He said in pain as he lands on the floor of this mysterious area. "Where…Where am I?" He asked himself in this black void area.

"Please get off the floor…" Peter turns his head to find Madame Web sitting on her big, webbed chair. "I just dusted it for cobwebs." She told Peter.

"Madame Web." Peter recognizes the woman.

"Hello, Peter. It has been a while since we last seen each other, hasn't it?" She said to Peter as the boy gets up from the floor.

"Yeah, and I'm glad you're here, Madame Web. I have a couple of questions that I want to ask you." Peter said as he approaches the old woman.

"Yes, yes, I know. You want to find out the truth about the mysterious change in your body." Web said, already knowing the situation since she is a physic.

"Well...yeah. It's like ever since I got here, to this dimension, my body would start reacting differently." Peter started telling her, even though she is aware of everything but doesn't bother to stop him from rambling. "My Spider-Sense would start tingling like crazy, I would suffer black outs, and now my spider powers would just either get very weak or not work at all. Could it be because…I am evolving?" He asked her a bit uncertain.

"Yes, that is correct!" Web answered him. "You see, Peter, there is some power source in this world that is reacting to your DNA, causing to evolve prematurely."

"Prematurely?!" Peter asked her confused.

"That is correct. Whatever this power source is, it's speeding up the natural evolution process of your spider DNA, causing you to have strange headaches and black outs, as well as effecting your powers, although that last part might be because of something else entirely." Web answered him.

"Do you know what it is?" Peter asked her.

"No, not really." Web casually answered him, causing him to lowly growl at her before she continues her explanation. "But I do know this. For the past two years, you have only scratched the surface of your spider powers, not knowing that there is so much more you could do with it." She said to Peter, who eyes widen at this sudden realization.

"No way…I had no idea there is still much I don't know about my powers." Peter said in awe.

"Of course. This evolution is also related to your Aura as well." Web continued explaining. "Your Aura is unique because of your spider/human capabilities. Who knows how powerful you might become when you combine it with your fully evolved self. It's part of the reason why you would go into random black outs, so that your body could enter a dormant state of hibernation. That is why you found yourself in that cocoon so you can rest up and awaken these new abilities of yours. But something happened during your hibernation that prevented the evolution to be fully completed." She said.

"Well, do you know who might be the cause of it?" Peter asked her.

"I do, and it all points to YOU, Peter." She points at Peter.

"Me?!" He points to himself.

"Yes." Web nodded her head as she lays down her finger. "Somehow, YOU yourself prevented the evolutionary process to be fully completed while you were in that cocoon."

"Well, what did I do, because I was knocked out when all this weird stuff was happening?" Peter asked her while rubbing the back of his head.

"I'm sure you already know the answer." Web replied.

"I do?"

"Yes. The better question would be: do you want to evolve? Do you WANT to embrace the OTHER part of you?" She asked him all crypt.

"I…I don't know." Peter said while frowning underneath his mask. "All of this, is well, just so sudden, you know."

"I understand, Peter, but there will be a time when you might have to embrace that dormant power within you, or else those around you will be in mortal danger." Web said, causing Peter to get all depressed. "Aw well, it doesn't matter." She said with a smile.

"Huh?"

"Even though the hibernation process was incomplete, you are still slowly gaining new powers as the days pass. But the only way to unlock your full power, is if you let go whatever is causing you to hold back your true power." She finished explaining.

"I'll…I'll try." Peter answered, still unsure of what is holding himself back from fully evolving, although deep inside his heart he might know the answer already.

"Good." Web said with a smile as a small purple fog starts to surround Peter.

"Wait! Could you at least tell me where my friend Blake is at? She's been missing for day!" Peter asked her while he slowly starts to disappear in her world.

"Just use your instincts, Peter." Web started as Peter finds himself back on the same rooftop. _'She might be closer than you think…"_

"Ugh, always the crypt she is." Peter said before he looks down at his costume to find it completely repaired. "At least she did one thing after all of this." He said as he walks towards the edge of the rooftop. "Now then, how in the world am I going to find Blake? She could be anywhere in the city." He said to himself before snapping his fingers as he got an idea. "I know! I could use my Webware to track down her Scroll's signal!"

Before Peter could touch the touchscreen of his Webware, his Spider-Sense starts going off. "My Spider-Sense is tingling, but…it feels different somehow." He said as he starts looking around his area. "I don't feel like there are any enemies around me. Instead, it feels like someone I know, a friend almost. Could it be…" He walks over to the edge of the rooftop, looks down below to see a balcony café with couple of wooden tables, and two people sitting next to each other drinking tea, with one of the people he immediately recognizes. "It's Blake." He whispered to himself so she won't hear him. "But why did my Spider-Sense trigger to her? That never happened before." He thinks to himself for a bit before coming to a conclusion. "It might be one of my new powers. One that allows me to completely aware of my surroundings in the environment, as well as detecting those I know and care about. Huh, how about that." He moves away from the edge of the roof as he starts changing into his civilian clothes. "Now if only I could get an upgrade to help changing in and out of my suit faster. That would really make things much easier for me." He said, now as plain old Peter Parker, who still feels weak from his nap, as evident from holding onto his head. "Ugh, I guess since I woke up prematurely from that cocoon, my body still hasn't fully adjusted. I still feel so weak." He takes off his hand from his head. "I'll take to Blake first, then I find a good place to sleep." He said as he starts walking out to the edge of the rooftop.

On the balcony café, Blake is sipping a cup of tea and sighing. She then looks up to the monkey Faunus that is sitting across from her, who holds his drink with his tail as his hand props his head up. He takes a sip when Blake puts her cup down.

"So, you want to know more about me…" Blake spoke up as she looks at him intently.

"Finally, she speaks!" The monkey boy said. "Nearly two days and you gave me nothing but small talk and weird looks!" He said while Blake gives him a firm look. "Yeah, like that."

"She likes to do that a lot, doesn't she?" The both of them hear a voice as Blake turns around her chair to see Peter landing right next to them from the roof.

"Peter!" She said happily.

"Yo." He raised his right hand.

Blake gets off her chair and immediately hugged him. "Where were you?" She asked him as she looks at him in the eyes. "I was so worried about you when you didn't come back two days ago." She said.

"Oh, you know, the usual." Peter said while scratching his head, referring to his hero work as Spider-Man. "Of course that usual being almost getting myself killed in battles, which almost did happen to me, actually." He said with a sheepish smile.

Blake let out a sigh of relief knowing that her friend is still alive. "Just be more careful next time, or at least call for help." She advised him.

"I'll keep that in mind." Peter replied.

Blake let's go of Peter from her hug. "So, what are you doing here?" She asked him curious.

"I think the answer is obvious." Peter answered, prompting Blake to turn her face away from him in sadness.

"So Weiss told you what happened between the two of us two days ago?" Blake asked him, still not looking at him in the face.

"Heh, you know I don't really care about what Weiss says." Peter said with a smile before it turns serious. "But I do want to hear what you have to say before arriving at a conclusion."

"At what conclusion?" The monkey Faunus finally spoke up from his chair, gaining Blake's and Peter's attention.

"I'll tell you in a minute, Sun." Blake told him.

"Sun? Who is he, your date?" Peter bluntly asked her, causing her to startle in embarrassment.

"Of course not!" Blake shouted at him, causing him to laugh at her embarrassed retort. But because Peter is still weak from the incomplete evolution, he crouches in pain on the floor. "Peter, are you okay?" She asked him as she crouches to check his pale face.

"Hey buddy, are you okay?" Sun runs up to check on Peter.

"Yeah…I'm fine." Peter said as he breathes heavily. "Just didn't have a proper beauty nap in the past few days." He told them.

Blake, feeling guilty that Peter must have spent the past few days looking for her without any rest, helps him up to his feet. "Come on, I'll get you a chair." She said as she holds onto his arm. "Sun, can you get him some water from inside?" She asked the monkey Faunus.

"Sure thing, Blake." Sun said as he goes inside to get Peter some water.

"See? How could someone who might be part of the White Fang be so nice to a human like me?" Peter weakly said as Blake walks him over to her table, with a small smile on her face knowing that Peter is still by her side even after what he might heard.

* * *

"So, your name is Peter Parker: The same guy that takes pictures of Spider-Man?" Sun asked him while the hero is drinking the water Sun got him.

Peter puts down the water bottle. "Yup." He responded.

"And you already know that Blake is a Faunus?" Sun asked him another question while Blake just sips on her tea.

"Oh yeah."

"How? Did she actually tell you?" Sun asked him again.

"No, I figured it out on my own." Peter answered. "Whenever Blake gets angry or I annoy her, her bow twitches where her cute, little cat ears are." He said, prompting Blake to give him a firm look in anger while her bow twitches in response. "See, like that." He said.

"You know I won't hesitate to punch you if you keep this up." Blake told him, still giving him the firm look.

"You know; you look cute when your flustered." Peter told her with a smirk before laughing, not seeing the punch that Blake gave him as he falls to the floor in pain. "Ow…" He said while Sun takes a second to look at him before back at Blake, who just simply takes a sip from her tea before setting it down.

"Sun…Are you familiar with the White Fang?" She asked him with a sad face.

Huh, of course!" Sun answered her. "I don't think there's a Faunus on the planet who hasn't heard of them. Stupid, holier-than-thou creeps that use force to get whatever they want. Bunch of freaks, if you ask me!" He finished while Blake takes a sip from her drink.

"I was once a member of the White Fang." She bluntly said, causing Sun to go cross-eyed and choke on his drink, making him put it down and wipe his mouth as he holds up his hand to process what he just heard.

"Wait a minute, you were a member of the White Fang?!" Sun asked her while Peter slowly gets up from the ground in pain and back on his chair.

"That's right. I was a member for most of my life, actually." She confessed.

"How in the world did that happen?" Peter asked her curious.

"You could almost say I was born into it…" She starts to have flashbacks of fallen weapons plunged into the ground as well as what the White Fang were like before they got corrupted. "Back then, things were different. In the ashes of war, the White Fang was meant to be a symbol of peace and unity between Humans and the Faunus. Of course, despite being promised equality, the Faunus were subjected to discrimination and hate. Humanity still thought of us as lesser beings. And so, the White Fang rose up as the voice of our people. And I was there. I was at the front of every rally. I took part in every boycott. I actually though we were making a difference. But I was just a youthful optimist. Then, five years ago, our leader stepped down, and a new one took his place. A new leader, with a new way of thinking. Suddenly, our peaceful protests were being replaced with organized attacks. We were setting fire to shops that refused to serve us, hijacking cargo from companies that used Fauns labor. And the worst part was, it was working. We were being treated like equals. But not out of respect…out of fear." She finished her story about the White Fang.

Blake puts down her teacup in front of a stunned Sun and a crossed armed Peter who just stares at her after seriously listening to her story. _"So in other words, the White Fang were originally like the X-Men, a group wanting to harbor peace between mutants and humans."_ Peter said in his head. _"But eventually they got corrupted, turning into this world's version of the Brotherhood of Evil, a group that wants to show that they are superior to the humans, and would love to see them all wiped out._ He finished as he let out a sigh.

"So, I left. I decided I no longer wanted to use my skills to aid in their violence, and instead, would dedicate my life to becoming a Huntress." Blake said to the boys. "So here I am: a criminal hiding in plain view, all with the help of a little black bow." She said as she wiggles her cat ears beneath the fashionable disguise.

"So…" Sun started talking, now finished processing all of what Blake has said. "Have you told your friends any of this?" He asked her, who just merely looks down in shame and says nothing.

"Well, if it's any constellation…" Peter started speaking, getting Blake to look at what he has to say. "I think what you did was the right thing to do. I mean hey, when I first came to Vale, I met with an old woman who was also part of the White Fang when it was first formed, but later she and her husband left when they didn't like how much the organization changed over the years." He calmly told her, remembering May Burnside, who looked so much like his Aunt May, with the exception of the dog ears. "That kind of stuff takes guts and a lot of bravery, and I'm glad to be friends with someone who inherits those traits." He told her, causing her to smile from his nice complement and the fact he completely understands everything what she was talking about and will continue to support her until the end.

"Thanks Peter." She said to him.

"Heh, no problem." He responded with his own smile before getting off his chair. "Whelp, I should probably get going…" He said with a yawn. "I need to get some sleep."

Peter hops onto the top of the railing of the balcony and stands there as he gets ready to jump off. "Oh, and Blake…" He turns his head to face her. "I would suggest you tell the others as soon as possible."

"I could say the same thing about you." Blake said to him with a smile, referring that Peter should probably tell his friends that he is Spider-Man soon.

"Heh, it won't be that simple. Believe me, it'll be a lot harder than you think." He said, turning his head away from her. "Whelp, see ya, Cat." He then looks at Sun. "You too, Sunny." He waved at him before jumping down from the balcony.

"Sooo…" Sun started as he looks at Peter from the balcony walking away, before looking back at Blake. "What was he talking about just now?"

"It's a secret." Blake answered him with a smile on her face.

"What? Was he part of the White Fang too?" Sun asked her.

"No, not really." She answered him as she looks above to face the blue sky. "But the things he does, do remind me of what the White Fang used to do when they were still peaceful, but the way he does it is much better I would say." She said, thinking about how as Spider-Man, Peter is able to personally help both humans and faunus, risking his life for both species because he doesn't care what they are like, he just sees them all as regular people, cat ears of not. He gives people hope that they could one day find a peaceful solution between the humans and faunus, and the way Peter is doing it is a step in the right direction. "The White Fang could learn a thing or two from Peter, just like me. He's part of the reason why I want to become a Huntress. To help save lives, no matter if they are faunus or humans." She finished as she looks down from the sky and faces Sun with a smile on her face.

"So he's like your inspiration?" Sun asked her.

"You could say that." Blake answered with the smile still there.

"So are you like, dating this guy or something?" Sun bluntly asked her, causing her to lose that smile of hers.

"Just shut up." Blake told him unamused.

"Okay." Sun sadly said.

* * *

"Blaaaake!" Ruby shouted for her missing teammate as she, Yang, and Weiss are walking down through town as they continue their search for their missing friends.

"Peeeeteeeeerr!" Yang shouted for their other missing teammate.

"Blaaaaaaake! Peeeeeteeer! Where aaaare yooooouu!?" Ruby continued screaming.

"Blake! Peter!" Yang continued shouting.

Ruby turns to Weiss, the only one who's not bothering to finding their friends. "Weiiiss, your're not helping!" She told the heiress.

"Oh! You know what might be able to help? The police!" Weiss suggested to them.

"Ugh, Weiss…" Ruby crossed her arms in irritation.

"It was just an idea!" Weiss said to her.

"Yeah, a bad one." Ruby said as she continues walking down the sidewalk.

"Well, how about Spider-Man? We should ask him." Weiss suggested.

"How do you supposed we call him?" Yang asked her as she follows behind Ruby. "Besides, no one has seen or heard from him for the past two days. We're on our own to find the two, and hear from Blake's side of the story before we jump into any conclusions." She told her.

"I think that when we hear it, you'll all realize I was right!" Weiss said as she starts following Yang.

"And I think Weiss' hair looks wonderful today!" A random Penny appears from behind Weiss, surprising the girls ahead of her.

"Aaaah! Penny! Where did you come from!?" Ruby asked her.

"Hey guys! What are you up to?" Penny asked them, completely, and cheerfully, ignoring Ruby's question.

"Uhh…" Ruby doesn't know what to tell her.

"We're looking for our friends Peter and Blake." Yang told her.

"Ooooh, you mean the photographer and the Faunus girl." Penny told them, surprising knowing Blake's real identity.

"Yes, the photographer and-." Yang stopped herself as she, Ruby, and Weiss stare at her confused.

"Wait, how did you know that?" Ruby asked her how she knew a deep secret like that.

"Uhh, the cat ears?" Penny points to her head.

Yang laughs a little. "What cat ears? She wears a…boooohhh…" The sudden realization of why Blake wears a bow is represented by silence and a tumbleweed blowing through the wind.

"She does like a tuna a lot…" Ruby whispered to Yang.

"So, where are they?" Penny asked her friends.

"We don't know." Ruby told her. "They've been missing since Friday. And Peter was in really bad shape when he left to go find Blake." Ruby looks down to the ground with a frown. "We don't know if he's okay or not."

Penny gasped. "That's terrible!" She approached an uncomfortable Ruby. "Well, don't you worry Ruby, my friend! I won't rest until we find your teammates!"

Ruby tries her best to smile. "Uh, that's really nice of you, Penny, but we're okay! Really! Right, guys?" She looks over Penny who finds out that both Yang and Weiss are far gone as another tumbleweed blows past them again.

"It sure is windy today." Penny said nonchalantly.

* * *

Sun and Blake are then seen walking down an alley. "So, what's the plan now?" Sun asked Blake with his hands behind his head.

"I still don't believe the White Fang is behind these robberies, or the recent attacks that have been going in this city and the other kingdoms." Blake said while contemplating, remembering the recent supervillains, the Mistral explosion, and the attack at the Schnee Dust Company building. "They've never needed that much Dust before."

"What if they did?" Sun said with his eyes widened, his arms lowered and him pacing in front of Blake. "I mean…the only way to prove that they didn't do it, is to go to the place where they would most likely go to if they were to do it, and not find them there! Right?"

"The only thing is, I've no idea where that would be." Blake said.

"Well, while I was on the ship, I heard some guys talking about offloading a huge shipment of Dust coming in from Atlas." Sun told her.

"How huge?" Blake asked him curious.

"HUGE. Big Schnee Company freighter." Sun gave her a bit more detail.

"You're sure?" Blake wants to know from him.

* * *

Yang and Weiss come out of a shop, as the former wave to the person inside. "Thanks anyways!" Yang said before sighing. "This is hopeless." She sees Weiss just looking around nonchalantly. "You really don't care if we find her, do you? You remember what Peter told you about what happened to his friend, Harry. Even when the two of them were enemies, they were still best friends to the end." She reminded Weiss of that night, making her stop in her tracks.

Weiss turns around to face Yang. "I do remember what Peter told me!" She told her before frowning and looking down at the floor. "I'm…I'm just afraid of what she'll say when we find her." She said sadly as she begins to walk forward. "I just hope by the time we do it's not too late." She said, making Yang look down in thought.

* * *

"So, Blake is your friend?" Penny asked Ruby as the two make their way down the sidewalk.

"Yes, Penny." Ruby said with a sigh.

"But you're mad at her?" Penny asked her.

"Yes." Ruby said before immediately changing her mind. "Well, I'm not. Weiss is." She corrected herself.

"Is she friends with Blake?" Penny asked her another question.

"Well, that's kind of up in the air right now…" Ruby replied.

Penny, still not understanding what is going on, asked her another question. "But why?"

Ruby sighed again since she is tired of getting bombarded with these simple, but honestly annoying, questions coming from Penny. "Well, you see, Blake might not be who we thought she was…"

Penny gasped. "Is she a man?"

"No! No, Penny. She's…" Ruby stopped and sighed while looking at Penny. "I don't know what she is. She didn't exactly talk to us before she decided to run off. I just hope that Peter already found her."

"I don't have a lot of friends, but if I did, I would want them to talk to me about things." Penny said.

Ruby gazed at the ground sadly. "Me too…" She said before they both continue walking down the sidewalk.

* * *

It's nighttime right now as Blake is laying flat on her stomach on the rooftop overlooking the shipment of Schnee Dust containers at the Warehouse District.

"Did I miss anything?" Sun said as he drops down right next to Blake.

"Not really. They've offloaded the crates from the boat. Now they're just sitting there." Blake told him.

"Cool." Sun simply said as he holds out one of the green apples in his arms. "I stole you some food!" He offered her.

Blake gives Sun a questionable look. "Do you always breaks the law without giving a second thought?" She asked him.

"Hey, weren't you in a cult or something?" Sun said defensively, although it doesn't work against Blake's angry glare at him. "Okay, too soon!"

As soon as he said that, the wind blows all around them, and they look up to see a Bullhead's searchlights flashing around for a landing spot, descending in the middle of the cargo containers and extending a ramp for a black hooded individual with a metallic fanged mask to come out of.

"Oh no…" Blake said horrified.

"Is that them?" Sun asked her.

"Yes…it's them." She answered, staring at the bloody wolf on the back of the man's outfit.

"All right, grab the tow cables!" A White Fang soldier said to the other White Fang members coming from the aircraft with his rifle.

"You really didn't think they were behind it, did you?" Sun asked the now sadden Blake as she continues to stare down at the scene.

"No. I think deep down I knew. I just didn't want to be right." She closes her eyes in despair, only to open them when she suddenly hears a new voice in the crowd.

"Hey! What's the holdup!?" Roman said to the soldiers as he gestures widely while coming down the ramp. "We're not exactly the most inconspicuous bunch of thieves at the moment, especially when there's a certain bug that might be in the area, so why don't you animals try to pick up the pace?" He asked the soldiers.

"This isn't right. The White Fang would never work with a Human. Especially not one like that." Blake said as she stands up and unsheathes the katana of Gambol Shroud before walking off the edge of the roof.

"Hey, what are you doing?!" Sun asked her on why she is risking her life to get caught.

Blake falls to the ground in a crouch, then continues on to hide behind one of the containers, peeking around the corner to see Roman berate a White Fang member holding a coil of rope. "No, you idiot! This isn't a leash! Roman said, looking around until Blake suddenly appears behind him with her blade at his throat. "What the-Oh, for f-!" He rolls his eyes when Blake cuts him off.

"Nobody move!" Blake told the soldiers, who were ready with their enhanced guns and swords thanks to the 'Professor.'

"Whoa! Take it easy there, little lady." Roman tried to calm Blake, which obviously doesn't work. As the White Fang start to close in on her, Blake uses her free hand to go for her bow and remove it, causing the ribbon to fall away as her Faunus ears are shown to them.

"Brothers of the White Fang! Why are you aiding this scum?" Blake asked them, causing the members to lower their weapons a little since they are unsure what to do until Roman laughs.

"Oh, kid, didn't you get the memo?" He asked her.

"What are you talking about?" Blake asked him.

"The White Fang and I are going in on a joint business venture together!" He answered her.

"Tell me what it is or I'll put an end to your little operation." Blake threatened him with her blade close to his throat. Suddenly, the air is filled with more turbines blowing the wind wildly around the holdup.

Roman looks up while he's talking, "I wouldn't exactly call it a little operation…" Two more Bullheads are hovering above the heist, and as Blake watches in horror, Roman smiles and manages to fire his cane at Blake's feet, resulting in a large explosion.

* * *

Penny and Ruby turn around upon hearing the noise, seeing the smoke rise from the docking bay just a few buildings away. "Oh, no…" Ruby said worriedly.

* * *

Spider-Man, who was currently on a roof, taking a nap on a hammock he made with his webbing, also heard the explosion, causing to him fall to hard to ground. "Ugh…" He said as he slowly gets up as he shakes his head to get out of his daze. "I'm just a simple kid with simple dreams. So why is it that I could not get a good few hours of sleep without something blowing up?" He asked himself annoyed before looking out and seeing the smoke coming from the docking bay not too far from where he is. "That doesn't look too pleasant." He then checks his Webware to track down Blake, as he attached a Spider-Tracer onto her when she hugged him back at the café. The wrist device pinpoints her location at the docking bay, the same place where the explosion happened. Peter groaned as he still doesn't feel like he's back to full strength. "Should've known to never walk past a black cat, at least not another one." He jumps off the roof as he starts swinging his way to the docking bay. "Don't worry, Blake! Spidey's coming to save ya!" He declared as he quickly swings through the city to get to the docking bay.

Yang and Weiss were running to where the explosion happened when they see Spider-Man swinging over their heads. "It's Spider-Man! He's okay!" Weiss said as they see him swinging over to the docking bay.

"And it looks like he's head to the docking bay too! C'mon!" Yang tells Weiss as they run as fast as they can to the docking bay.

* * *

Blake, dazed but relatively not hurt on the ground, quickly rolls and runs out of the way of Roman's continuous attacks, flaming missiles destroying cargo behind her as she retreats behind more containers.

"Here, kitty, kitty, kitty…" Roman taunted her as he slowly approaches the cat Faunus. His taunting was interrupted as a banana peel lands on his head, causing him to look up and growl at the monkey Faunus.

Sun leaps from the container above Roman and drops down on the criminal's face feet-first, rolling up and readying himself to fight. "Leave her alone!"

The Bullheads open to let more White Fang member descend on the scene, standing by Roman as he gets up and surrounding Sun. "You're not the brightest banana in the bunch, are you, kid?"

"Are you sure you are not talking about yourself, Conan?" Both Roman and Sun hears a voice near them as suddenly, the surrounding White Fang members either ensnared by some impact webbing, or are frozen in ice by some ice webbing. Spider-Man lands right on top of a Schnee Dust company container over Roman. "Because you would be a real hypocrite if you aren't!" Spider-Man mocked the crime boss, who just growl at his presence.

"Spider-Man! Oh my God, you're actually here!" Sun said excitedly as he marvels at the amazing hero.

"Peter…" Blake lets out a small smile as she looks over the container she's hiding behind.

Roman continues to growl at the Web head before letting out a small smile. "Hmph. I'm glad you're here, Spider-Man!" He told the hero standing on top of the container. "I have some friends who are so eager to meet with you again!"

"Huh?!" Spidey said in confusion. Suddenly, his Spider-Sense goes off, as he looks behind him a huge Schnee Dust container coming at him at an amazing speed. Spidey quickly leaps over it and lands on the ground just in time as it crashes into one of the Bullheads. "That wasn't expensive, right?" He asked while looking at the destroyed Bullheads.

"Who in the world threw that big container?" Blake asked, wondering who was strong enough to lift and throw it with ease. What she doesn't see is a purple man right behind her, shooting her with an energy blast that knocks her next to Sun.

"Blake!" Both Spidey and Sun shouted wondering if she's okay.

Sun helps Blake up. "I'm fine. Thanks." She assured them while rubbing her head in pain. "What was that?" She wondered.

"That would be us." Vector appeared, hovering over a container in front of Spider-Man. Suddenly, the rest of the U-Foes appear right next to their leader. "Hello Spider-Man, did you miss us?" Vector asked him with a smile.

"Can I lie and say 'yes' so I won't hurt you guys' feelings?" Spider-Man said, causing Vector to growl at him.

"Who are these guys?" Sun asked as he never seen these types of people before.

"I have no idea." Blake told him as they stare at the U-Foes.

"They are called the U-Foes: The White Fang's newest, and most powerful, metahumans team, or, to be more accurate, metaFAUNUS team!" Roman informed the three teens in the area.

"You mean these four are also Faunus?" Blake asked him.

"Of course." Roman replied with a smile. "These four have been powered up tremendously thanks to our dear Professor."

"Who is this Professor I keep hearing about?!" Spider-Man asked him, since that has been on his mind ever since he hacked MACH-X's data files.

"I can't say much, except for the fact that he TOO is a human working with the White Fang, and that he has a very big grudge against you, Spider, just…like…ME!" Roman said angrily, shooting a missile from his cane at Spider-Man, who easily throws its back at him with his webbing, knocking him down.

"Wow, your aim sucks, you know that, Borman! I recommend you take a class on how to actual be good at your job!" Spider-Man mocked him laughing, while Roman gets up from the floor, furious at him.

"YOU ANNOYING, EAR-WRETCHING, BUG!" Roman shouted at Spider-Man. "HOW IS IT THAT OUT OF EVERYONE IN THIS CITY, I FIND YOU TO BE THE MOST ANNOYING ONE OF THEM ALL!"

"Wow, you're pretty angry, Modman!" Spider-Man told him, completely unfazed by his sudden outburst. "Should I suggest counseling? You seemed to be troubled. Did something happen in your past that was so tragic that caused you to be this way?" He joked to Roman, who is just getting more and more furious as the bug continues to mock him.

"I should be FEARED!" Roman shouted. "I've had this city under my thumb, with everyone trembling by name alone!" But YOU…" He furiously looks at Spider-Man, who just happily waves at him. "Not only that you seem to be the only one not scared of me, you are also the only one who always GET! ON! MY! NERVES! How many times have I told you? My name is Roman Torchwick! ROMAN TORCHWICK!" He yelled at Spidey, who was busy cleaning his ears with his finger.

"You say something, Flowman?" Spider-Man asked him, making Roman furiously grind on his teeth.

"I am the biggest crime boss in this city! I should be feared, not mocked, especially by some bug!" Roman shouted.

"Maybe it's because you are not so great at your job." Spider-Man told him while stretching his arms. "I mean, come on. Out of all the crime bosses I've faced, you are not even the most intimidating. Wilson Fisk is a more intimidating crime boss, and the dude is fat! A FAT MAN is more intimidating than you! That is just sad." Spidey shakes his head sadly while Roman has had just about enough of him.

"Wow, I never seen someone this angry before." Sun said, while he and Blake have been just listening to the two argue without their say in anything.

"Spider-Man has a knack for that." Blake told him. "Which usually leads him to even more trouble." She said.

"RRRRHHH!" Roman looks at the U-Foes. "U-Foes! Destroy this Bug once and for all! Get him out of my life!" He furiously ordered them.

"Hmph. You got it, Torchwick!" Vector said as his team starts walking over to Spider-Man.

"Guys, guys! Can't we just talk about this like normal people?" He asked them as they slowly head towards his way.

"We would…if we were normal." Vector said with a small laugh. "X-Ray! Ironclad!" He got the attention of the both of them, with X-Ray laughing in the air and Ironclad pounding his fist together.

"Oh no…" Spidey lowly said to himself in fear, as he is flung in the air by two of the U-Foes in an arc like fashion. "AAAAAAAAAAHHHHHHHH!" He screamed as he is he knocked to the other side of the Warehouse District.

"Spider-Man!" Both Blake and Sun shout for him as the rest of the U-Foes go after the bug.

"Hehehehehe!" Roman starts laughing as he puts his attention to the two Faunus. "Now to finish you two off!" He points his cane at both Blake and Sun before they are distracted by a familiar voice.

"Hey!" They all look up to see Ruby on the rooftop overlooking them, with her Crescent Rose and everything.

"Ruby!" Blake happily said, relived to see another friend ready to help her.

"Red! Isn't it past your bedtime?" Roman angrily asked her, still in anger with Spider-Man mocking him.

"Ruby, are these people your friends?" Penny asked as she approached Ruby.

Ruby looks behind herself to talk to Penny. "Penny, get back!" While she is distracted, Roman snarls and fires his cane at her, launching the young Huntress back from the explosion's force and sending her scythe flying away. AAAAH!" Roman lets out an evil laugh at his attack on the young girl. Penny turns her head toward the criminal and gives him a glare, walking forward while Ruby tries to get back up. "Penny, wait! Stop!" She raises her hand in a futile attempt to stop her.

"Don't worry, Ruby. I'm combat ready!" Her backpack mechanically opens up, and from its dark depths comes a single sword that extends and multiples into several blades hovering over Penny's back. Leaping from the rooftop with the weapons acting as wings, she sends three of her swords to knock two White Fang soldiers down before even landing on the ground, where she proceeds to fling the swords at one enemy, impale another to a wall, create a barrier of spinning steel against a running attack, leaping over a goon with her swords in tow, and finally making a wheel that she throws to knock multiple Faunus off their feet.

"Whoa!" Sun said in amazement as he runs along to safety.

Three Bullheads come from the skies and open fire on the battle, but Penny merely forms a shield and launches two of her swords into the wall behind her, which in turn pull their wielder back with their strings. When her swords swirl around her again, she commands them to open their points and build up a large glowing ball of green light. With a punching action, several bright lasers crack the pavement when they fire at the transports and slice each one in half, causing several of the White Fang members inside to fall and letting Ruby watch as Bullheads fall in pieces behind her.

Stunned, she turns back to Penny as she aims her swords at the remaining Bullheads holding the crate of Dust and pulls back on their wires, tugging the aircraft with them. Ruby watches in awe at what her friend his capable of, "Whoa…How is she doing that?"

Seeing that the Bullhead's flight was destroyed thanks to Penny, Roman grimaces and turns to run towards the last transport. Penny, after her large green pupils dilate for a second, pulls with all her might on the strings, and the aircraft crashes into a stack of crates, causing an explosion as a result.

Roman watches the explosion as he safely escapes. "These kids just keep getting weirder. Aw well, at least I hope the Bug finally gets his due punishment!" He said as he maniacally laughs, using his cane to close the doors, and the jet lifts off, flying away from the lost battle.

"Blake!" Ruby shouted as both she and Penny head towards her and Sun's direction.

"Ruby! Blake said as Ruby gets close to her. "I'm so glad here! Where are the others?" She asked.

"Over here! Don't worry!" Yang shouts as she and a tired Weiss approach them. "Blake…!" She hugs her as she hasn't seen her in days. "We're so happy to see that you're okay!" She lets go of Blake as she asked another question. "Where's Peter? Is he with you?" She asked the Faunus.

"I don't know where he is, but Spider-Man is in trouble!" Blake said, still wanting to respect Peter's decision of not telling them his identity.

The rest of the team gasp in shock. "What's happening with Spider-Man?" Weiss asked her, not in the mood to talk about Blake and her history at the moment as something else is going on.

"Spider-Man is fighting against these guys named the U-Foes and they are kicking his butt!" Sun informed them.

"We have to help him! He might be in really danger!" Blake told them.

"Then, what are we waiting for?" Ruby takes out her scythe. "Let's go help out our hero, shall we!"

"Right!" All the kids said together as they head to the direction where Spider-Man was flung back.

 _"_ _Peter! I'll never forgive myself if something happens to you!"_ Blake said in her mind. _"You were the first to accept me for who I am! You're the reason why I continue to fight! It's now time that I return the favor!"_ She finished as they all continue running.

"Hold on, Spidey! We're coming!" Ruby said as she, the rest of Team RWBYP, Sun, and Penny jump over one of the warehouses to catch up to Spidey.

TO BE CONTINUED…

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Alright, U-Foes! Ready to give up?**

 **Vector: Hmph. You have a lot of nerve saying that when you are about to die!**

 **Ruby: He's not dying today because we're here to help him!**

 **Spider-Man: Ruby? What are you guys doing here?**

 **Yang: We can't let you have all the fun, can we?**

 **Weiss: Even heroes need help once and awhile, right?**

 **Blake: And that's why we're going to help you beat this guys, together!**

 **Vector: Children! Let us show you what happens when you mess with the U-Foes!**

 **Next time on Spider-Man: Battle for Remnant:**

 **U-Foes (Part 3): Teamwork**

 **Ruby: We're going to show you the real superpower of teamwork!**

 **Spider-Man: Wow, you really do act like Sonic!**

* * *

 **KFX here: Next chapter, the finale of Volume 1 of this story. It's Team RWBYP, Sun, and Penny versus the U-Foes. Who will come out on top? Who will get a glorious beat down? And who will make the worst puns? Find out in the climactic battle next time. Oh, and yes, if it wasn't obvious enough, Spider-Man's evolution is similar to that in the Spider-Man: Evolve or Die comic arc, with my own twists of course. So learn more about that in the coming chapters.**


	33. Vol 1 Issue 30: U-Foes (Part 3)

_Vol 1 Issue 30: U-Foes (Part 3)- Teamwork_

 **BGM- Dragon Ball Xenoverse 2 - VS Frieza and Cooler**

"AAAAAAAHHHHHH!" Spider-Man screamed, as he is knocked to the other side of Warehouse, crashing into a couple of empty Schnee Dust containers. He slowly gets up from the ground, shaking his head in pain. "Ow, that was painful! These guys mean business this time!" Spidey said to himself as he sees Ironclad leaping to the ground a few feet in front of him, while the other three U-Foes hover right next to their metal friend. "Alright, U-Foes! Are you ready for a beat down?" He asked them as he gets into fighting position. "You guys might've had the jump on me last time, but this time I know your powers, making this a lot easier for me!" He declared.

"Hahaha!" Vector laughed while hovering in the air. "Do you really think you could beat us on your own just because you know about our abilities?" He asked him with a grin.

"We won't know until we try!" Spidey said while giving him a firm look that he means business.

"Hmph. Pathetic bug. The Professor will be pleased when he hears about your destruction." Vector told him.

"Who is this Professor you guys keep talking about?!" Spidey asked him, wanting to know the identity of this mysterious scientist.

"To be honest, we don't know much about him, except for the fact he wants to see you dead, after all the trouble you caused him." Vector answered him.

"Can I at least get his real name? I doubt his parents aren't stupid enough to give an evil villain such a literal name like that!" Spidey said.

"We only know him by the Professor." X-Ray answered him. "He never bothered telling us much about himself."

"Yeah, well I can't wait until I meet him for myself." Spidey said.

Vector grinned. "That is if you live long enough to meet him."

"We'll see about that!" Spider-Man switched his Web shooters to magnetic webbing and fires a web shot at Vector's face.

"Insolent bug!" Vector shouted while still blinded by the webbing. Before he could take it off, he uses his telekinetic powers on a big, blue, metal container and throws it at Spider-Man.

Spider-Man attaches two ordinary web lines at both of his sides to create a slingshot, thrusting himself to the container that is being hurled at him. "Sorry, not mine!" He kicks the container at both Vector and Vapor, knocking the two back far in the warehouse district. Spidey lands on the ground. "With the magnetic webbing, that container and those around Vector should stick to him for just a bit while handle these two." He looks at Ironclad and X-Ray, who are worried about their teammates.

"Vector! Vapor!" X-Ray shouts for their name, but gets no answer. He then flies off to go help out the rest of his teammates.

Ironclad turns to Spider-Man furious. "You're going to pay for that, Bugman!" He shouted as he starts charging at the hero.

"Sorry, don't have any money on me!" Spidey joked as he dodges a punch from Ironclad. "But I do have some Acid Webbing on me!" He switches his web shooters to Acid webbing and shoots a couple of web bullets at Ironclad, which starts to slowly melt his metal skin off.

"Ugh…Don't think this stuff will work on me, Bug!" Ironclad said as he slams his two fist onto the ground, grabbing a chunk of rock and throws it at Spider-Man.

"Arachnid!" Spidey said as he attaches a web line onto the rock and throws right back at Ironclad. "Sheesh, do you actually have metal for brains too?" He backflip a couple of steps back from the metal titan.

"What?! Are you saying that I'm stupid?!" Ironclad asked him angry.

"Well, you are dressed stupid!" Spidey mocked him as he shoots flame webbing at Ironclad, causing him to burst into flames upon contact with his metal body, but because of his metallic armor, the flames don't do much affect to him, only annoy him.

"Ugh…My metal body can stand up to the intense heats!" Ironclad told him as he starts walking close to Spidey. "Unless you can throw me to the sun, I'm not melting!" He said with a small laugh.

"The how about we cool you off, then?" Spidey asked as he switches his web shooters to ice webbing, and fires a couple of shots at Ironclad, causing him to freeze in place. "That's not going to hold him for long, so…" Spidey webs up his fists as he prepares to attack. "Time to give this metal man a taste of Spider-Fu."

The second Ironclad breaks free from the ice, Spidey uses his speed, strength, and agility all at once to attack him from all sides, appearing as an afterimage from all around Ironclad. _"This guy is strong, but he's not Hulk strong, and I've fought the Hulk!"_ Spidey told himself in his mind as he continues to attack. _"Just got to keep this up until he's knocked down."_ Spidey uses all his strength and speed attacking the metal giant, but was interrupted as an energy blast knocks him down to the ground.

"Now it's my turn to play with the Spider!" X-Ray comes in flying while shooting energy blast at Spidey, as the costume hero swings and leaps over all of them. "Come on, Spider! Let me give you an X-Ray!" He joked as he tries to blast Spidey away, knocking down containers and lifters in the area.

"I am so glad you are not my doctor!" Spidey said as he jumps over to a crane and swings over the contraption while he's on the crane, and just in time too, as X-Ray arrives where the crane was at, wondering where Spider-Man went.

"Where did you go?!" X-Ray asked as he looks around in place.

"Over here, purple man!" X-Ray turns around, only for him to get knocked off the air by the crane Spider-Man was on as the hero jumps back to the ground.

X-Ray manages to gain his balance in the air before flying again, now a little angrier at Spider-Man. "Lucky shot!" He said as he shoots a blast at Spidey, knocking him down a few feet away from him.

Spider-Man lays down on the ground for a bit before slowly getting up in pain. "Right…radiation is bad, especially against someone like me, which weakens my powers." He lowly said to himself in pain. "There has to be a way to actually disrupt his energy field, but what can I do? I can either get him to drain his supply of radiation or…?" He gets an idea as he stands up on the ground. "That's it. I can do that."

"What are you babbling about, Spider-Man?" X-Ray asked him, flying at his direction while firing radiation blasts at him.

"Nothing you shouldn't be too concerned about!" Spidey retorted. He creates a web shield to block the incoming blasts from X-Ray.

"That pathetic shield of yours won't save you from my radiation!" X-Ray shouted as he continues to fire at the defensive Spider-Man.

"This isn't some ordinary web shield! This one is made out of some Lead-Lined Webbing, very useful when dealing with radiation!" Spidey told him from behind his shield.

"What?!" X-Ray said shocked that he has something that could protect him from radiation. While he's distracted, Spider-Man uses this opportunity to fire a couple of Lead-Lined Web shots at X-Ray, encasing him in webbing. "Hey! Get this stuff of me!" He shouted from the web.

"Now's my chance!" Spidey ditches the web shield and starts jumping at X-Ray. "Take this! MAXIMUM SPIDER!" Spider-Man vaults forward and performs several flying kicks through X-Ray, ensnaring them in even more Lead-Lined webbing. He then finishes the attack with one final, powerful foot-stomp, sending X-Ray to crash into the ground, making him roll over to Ironclad, who just recovered from the beat down Spider-Man gave him.

"X-Ray, you okay?" Ironclad asked his teammate.

X-Ray groans as he gets up with his hand on his head. "I'm fine!" He said as he turns his attention to Spider-Man. "That bug is getting on my nerves!"

"Want to try that team attack we practiced?" Ironclad suggested as he slams his fist together in excitement.

"Ooooh yeah!" X-Ray smiled, as Ironclad grabs onto him and, using his power to decrease his weight, hovers up, all the way to the night sky.

"What are those two doing?" Spidey asked himself, wondering what they are planning.

"Ready?" Ironclad asked his teammate as they are now at the top of the sky, thanks to Ironclad's hovering.

"Ready!" X-Ray replied with a smile.

"X-BOMBS AWAY!" Ironclad increases his weight, causing him to come crashing down below like he's a meteor while X-Ray starts powering up.

"Oooooh boy…" Spidey said with a little fear in his voice, watching the U-Foes guys coming down at an amazing speed. "At the speed they are going, and with X-Ray charging up his power, something I should move." Before Spider-Man could start moving, he finds himself stuck in place. "Hey, what the?!" He asked while he tries to move.

"Hmhmhmhmhmhm!" Spidey turns to his right to see Vector, free from his predicament, using his powers to keep Spider-Man in bay. "Not yet, Spider! The fun has only begun!" He told him.

"You have a weird sense of what fun is, Vecty!" Spider-Man said as he struggles to move. He then looks at his free hand that is pointing right at Vector. "Got to make this fast!" He said as his spider-sense is telling him to start moving since the X-bomb is just seconds away before colliding. "Voice command: Taser Webbing!" He shoots out taser webbing at Vector, shocking him long enough to release his hold on Spider-Man, allowing him to barely escape from the huge explosion that was caused by Ironclad and X-Ray.

"Heh…Heh…" Spidey breathes heavily while laying down on the ground. He slowly gets up to see that his costume has tear marks on his chest and arms. "Great, I just got this cleaned!"

Before he could walk over to see if anyone is still alive, the Spider is surrounded by a ball of gas, with him inside of it. "…Vapor…you…" He said between coughs.

Vapor's face begins to show inside the bubble. "You are not escaping me, this time, Spider." She told him with her poisonous gas.

"You know…I am so glad…this isn't that OTHER type of gas…You already smell bad enough!" Spidey said between coughs, causing Vapor to get angry.

"How dare you insult me?!" Vapor shouted at him. "Prepare to take your last breath, kid!"

"Not today!" Spidey shoots out two taser webbing at each side of him, connecting them to the containers outside of the gas bubble.

"What do you plan on doing?" Vapor asked him, confused of his plan.

"The answer…may shock you…" Spider-Man activates the taser, causing him to electrocute himself and Vapor from inside the bubble.

"AAAAAAHHHH!" Vapor screams in pain as she could feel the electricity flowing through her gaseous body. She lets go of the bubble, allowing Spider-Man to breath in the cool, night time air, but only for a short while though, as a container hits the weakened Spider-Man from behind.

"Ughhhh…" Spider-Man muttered as he looks to see Vector and the rest of the U-Foes together.

"You put up a good fight, Spider-Man! But it's all over for you!" Vector declared the day won.

"Ugh…Don't I get a last meal?" Spidey asked him weakly.

"Sure!" Vector said with a smile as he uses his powers to lift up two big, metal containers right from the ground and next to his side. "You can feast on these!"

"I-I don't think I'll be able to finish those in time!" Spider-Man told him, standing up weakly while clenching to his left arm.

"Hmph, don't worry!" Vector assured him. "You can continue your feast, right after we send you to your grave!"

"Aaaaww, but I hear the service is bad there!" Spidey joked even though he is scared out of his mind. "Besides, I don't even have life insurance!"

"Then that's your fault, not ours! Good bye, Spider-Man! It was nice knowing you!" Vector finished as he throws the two metal containers at the weakened Spider.

With no time to dodge and barely anytime to make a quip, Spider-Man stands there as he faced his destruction. "Whelp, this is gonna hurt, like, a lot." He said to himself as the containers approach him at an incredible speed. Suddenly, as if Lady Luck is actually being kind to Peter for once, the two metal crates were sliced in half, as they miss their target and crash into some other containers. "Huh? Did I do that?" Spidey asked himself confused.

 **BGM- Dragon Ball Super OST- Turning the Tables**

"Nope!" Ruby and Blake lands right next to Spider-Man with their weapons in hand. "We did!" Ruby said as she turns her head to Spider-Man. "You okay, Spidey?" She asked him.

"Ruby? Blake?" Spider-Man said, surprised at their sudden appearance. "What are you two doing here?"

"They're not the only ones!" Spidey turns his head around to see Yang, Weiss, Sun, and Penny running up to his aid. "Hey, Spidey! Long time no see!" Yang said with a smile.

"Yang?! Why are you all here?" Spidey asked them.

"We came to help you out against these guys." Weiss answered him.

"B-But, these guys are really dangerous! You can't handle them!" Spidey argued, not wanting them to get hurt.

"Like that's been working out so well for you." Blake said while looking at his damaged costume.

"I guess you're right!" Spidey said while rubbing his head. He then feels Sun's hand on his shoulder.

"Don't worry, Spidey! You can count on us!" Sun assured him.

"We'll show these creeps what happens with us!" Penny told him.

Meanwhile, the U-Foes were standing there looking at Spider-Man's new help. "Great! Now there's seven of them!" Ironclad stated.

"Congratulations, you can count, and they say the school system is failing!" Yang retorted with a smirk on her face, annoying Ironclad.

"It doesn't matter how many of you there are, you can't possibly beat us with the power we have!" Vector declared.

"What about instead of using that power for destruction, you use it to help people in a peaceful way?" Blake suggested to her fellow super-powered White Fang brothers and sister.

"Oh, we are helping, helping ourselves of course, and once we get rid of you kids, the White Fang will reign supreme over the world!" Vector said while laughing. "The world needs strong Faunus to survive, no one as weak as you!" He said towards Blake, causing her to growl. "That's probably the reason why you left the White Fang in the first place! You weren't strong enough to handle what we were doing! We don't need such a weak link to slow us down!" He said to her.

"Blake is not weak!" Weiss argued, surprising Blake from her sudden response. "She's one of the strongest people I know! How dare you call our friend that?" She said to Vector.

"Weiss…" Blake whispered to herself.

"Hmph. I don't care what you call me, human!" Vector told her. "After we've destroyed you all, no one will be able to get in our way, starting with you Spider!" He points to Spider-Man.

"Heh, that might be a lot more difficult than you think!" Spider-Man retorted. "I may be a spider, but I'm also more stubborn than a cockroach when it comes to dying! And now that I have my friends with me, I don't think I'm dying anytime soon!" He said, as his friends line up next to him, ready to fight.

"Then let's see which team is better: My U-Foes, or your pathetic friends!" Vector said, as his U-Foes are ready to rumble.

"I'm pretty sure you mean AMAZING friends, but since you are one of those cliché supervillains that want to take over the world, you probably don't care about the small stuff, do you?" Spidey asked him, causing Vector to growl at his constant babbling.

"Do you ever shut up, bug?" He asked him while trying to repress his anger.

"Sorry, no. My fans expect a certain amount of quippage in every battle!" Spidey retorted.

"No we don't!" Weiss told him.

Spidey turns his head to her. "Well that's because you don't like jokes." He told her, causing her to turn her head away with a simple 'Hmph.' Spidey turns to Ruby, "Shall I take lead of this team?" He asked her.

Ruby smiled. "Sure, you're the hero." She told her.

"Good." Spidey nodded. "Alright, the plan is to split them up, Take them down one by one." He turns his attention to Sun and Penny. "You two, take on X-Ray. He has the power of shooting out radiation and can be invulnerable to most attacks. I'll inform on your Scrolls on what to do next." He told them.

"You got it, Spidey!" Sun agreed to the plan as both he and Penny run up to fight against X-Ray.

"You want to take me? Fine! Let's see what you got!" X-Ray said as he flies off somewhere in the warehouse area.

"You won't get away from us, villain! We're combat ready!" Penny shouted as she and Sun give chase to X-Ray.

"Alright, next." Spidey turns to Weiss. "Weiss, go take on Vapor. She has the power to transform into any type of gas, so be careful. Use your Dust to get the most results." He informed her.

"On it!" Weiss takes out her rapier and proceeds to run up to Vapor for an attack.

"Come on, little Schnee! Try your best shot!" Vapor said as she does battle with the heiress.

Spidey turns his attention to Yang. "Yang, go have fun with Ironclad. He's made of metal, making him very hard to beat down on."

"Well, that makes things even more interesting." She said with a smile as she gets her gauntlets ready for a showdown. "Let's see how metal you are, Ironman!" She starts charging at Ironclad with a punch, who manages to block it with his arms.

"Okay, toothpick! Let's see how much you can take before I break you!" Ironclad grabs her arms and tosses her to another part of the warehouse area, where he leaps over to do battle with her.

"That just leaves you two with me to take on Vector. This guy has telekinetic powers, allowing him to mentally grab anything with his mind." Spidey said to Ruby and Blake.

"This is gonna be so awesome!" Ruby said excitedly with her weapon in tow.

"Not a bad plan for someone that doesn't like to be a leader." Blake said to Spidey with a small smile.

"Hey, I got to step up every once and a while." Spidey replied.

"Don't think your little plan will work, Spider!" Vector told him as he hovers close to the three. "My team have trained for weeks to master our powers while these kids are still novice, just like you."

"Maybe, but I have faith in them. Just like I have faith that the three of us is SO going to kick your butt hard!" Spidey retorted, as the three of them get into battle formation.

"Don't underestimate my power, Spider-Man! You have no idea what I'm capable of!" Vector told him sinisterly.

"Then stop talking and show us what you can do!" Blake said while pointing her sheathed weapon at Vector.

"It's time for you to pay, Vector!" Ruby said determined to beat him.

"Let's give Vector man here a good time, girls!" Spidey said with a fist pump.

"Right!" The two girls said as they all start to battle.

* * *

 **BGM- One Piece Pirate Warriors 3 - OST – Battle of the Speed of Sound**

Sun and Penny are currently doing battle against X-Ray, using their guns to attack him since blunt attacks won't cause any damage since he's invulnerable to physical attacks.

"Come on, kids!" X-Ray shouted from the air, firing energy blasts at the two kids below while they dodge and counter with their guns. "If that's the best you got, then I'm disappointed!"

 _"_ _Sun, are you there?"_ Spider-Man calls out to him through his Scroll. _"How's the fight against X-Dummy going?"_ He asked them.

"Not good!" Sun replied deflecting an incoming energy blast with his staff back at X-Ray, but the U-Foe just simply dodges it. "Nothing we do is working against this guy!"

 _"_ _Try to find a way to drain his radiation supply and finish him off with like a lead pipe."_ Spidey instructed as Sun and Penny dodge another blast from X-Ray. Penny uses her blades to form several rings that shoot several small laser beams at X-Ray, but the villain swiftly dodges each of them.

"How in the world can we drain this guy's radiation? What can we use?" Sun asked multiple questions.

"I can probably do it. Use my blades to store the incoming energy and unleash it elsewhere." Penny told them.

 _"_ _Wait! You can do that?!"_ Spidey asked, unaware of the capabilities that Penny could do since he was flung away to fight against the U-Foes.

"Spidey, you haven't seen the things this girl could do. I wouldn't be surprised she could do that." Sun told him.

 _"_ _Okay, just find something with lead and finish him off with it, but make sure to not kill him."_ Spidey told them since they are better than the villains of this or any world in the multiverse.

"Got it!" Sun said as he runs around the area in search of a lead pipe.

"Where do you think you're going, kid?" X-Ray asked, about to fire an energy blast at Sun before Penny shoots him with another small laser beam.

"What about you try me on? Give me everything you got!" Penny said.

"Hey, it's your funeral!" X-Ray fires his energy blast at Penny, who brings together her blades to form a circular ring to protect her as she absorbs the blast that are coming to her with her blades.

"I…can take it…" Penny said, struggling to hold on as the blasts are becoming too intense for her to absorb. "I have to…for my friends Ruby and Peter." She said, encouraging herself to hold on as much as she can while X-Ray starts to expel his energy.

"Huff…huff…don't know when to quit, huh?" He said tired, since he is unleashing too much energy from his body at Penny. He lands from the air as he tries to finish her off with his energy blasts.

"I can't…take it any longer." Penny said, almost at her limit.

"Don't worry…" Sun runs up to X-Ray with a lead pipe that he found. "I've got it covered!"

"Huh?!" X-Ray wonders what he's talking about until Sun sticks him with a lead pipe through him, causing him to scream in pain until he couldn't take it anymore and collapsed on the ground. Penny, with all the energy she absorbed from X-Ray, unleashed a massive beam at the sky, releasing the radiation.

"Okay…I was definitely not combat ready for that." She said exhausted.

"But hey, at least we beat him." Sun said as he heads to her direction. "C'mon, let's go help the others." He suggested.

"Right!" Penny nodded as they both head out to help their friends.

* * *

With Weiss, she's currently fighting off against Vapor in her gas form, using her yellow Dust to fire off lightning bolts at the gas lady from her Myrtenaster, which works, causing some damage to Vapor, but it's still not enough to beat her.

 _"_ _Weiss, talk to me! How's the battle against Vapor going for with ya?"_ Spider-Man asked her through her Scroll.

Weiss creates an ice wall from her rapier to block the incoming Vapor, but the woman transform into volcanic gas to melt through the ice. She dodge roll out of the way so she won't get burned. "Not too good! Even with Dust, taking her down is so hard to do!" She said as she shoots ice crystals at Vapor, but has no effect on her.

"Let's see how a little Hydrogen gas will work for ya!" Vapor said, turning into hydrogen gas and starts chasing Weiss. "It's time I fry your brain, Ms. Schnee. No matter how you try, you won't escape me."

 _"_ _Did she say hydrogen?"_ Spider-Man questioned through her Scroll.

"Yeah, why?!" Weiss shouted as she starts running from Vapor.

 _"_ _Aren't you supposed to be very smart? Do you know what happens when you mix hydrogen with oxygen?"_ Spidey asked her a question, who immediately understands where he is going for.

"Yeah, I got it!" Weiss said with a smile as she turns around to face Vapor. "Try to catch me if you can!" She uses her glyphs to speed to a nearby warehouse building.

"Don't think you can run from me, Schnee!" Vapor shouted as she enters the warehouse where Weiss ran into. "Nothing you do will stop what I'm going to do to your brain! Your weak, delicate, brain!"

"That's where your wrong!" Weiss shows up with an oxygen tank and sprays it at Vapor. "It's because of my brain, and Spidey's advice, is how I know that hydrogen plus oxygen equals water." She said with a smirk on her face as Vapor screams for her life as she turns into a water puddle on the floor. "That should take care of her, but I should probably find a mop to clean up this mess first." She said as she looks around for a mop.

* * *

With Yang, she's apparently having the time of her life as she is going blow for blow against Ironclad. She uses her shotgun gauntlets to repeatedly punch at Ironclad's metal chest, but it barely has any effect. Ironclad punches her in the face knocking her away from him as she gets right back up, wiping off the little blood from her mouth before smirking. "This is really fun!" She said as she stands right back up and back into fighting positon. "It's not every day that I fight against someone that matches my strength!"

Ironclad smiles, as he too is having a good time. "Heh, me too!" He said while slamming his fists together. "But I'm sure we both know how this would end!"

"Yeah, with me kicking your butt into the next week!" Yang slams her fist together, as he hair flares up and her eyes turn red. "Get ready!" She warned him as she charges at him with a battle cry. Both fighters raise their fist at each other, with one fist clashing with the other, causing the ground below them to crack and shatter as the two struggle with their collided fist. While Yang tries to puch Ironclad back, the metal man grins happily as he increases his mass to increase his strength, knocking Yang away as she hits the ground hard.

"Hahahaha! It's useless! As long as I increase my mass to increase my strength, there is nothing you can do to stop me!" Ironclad teased her.

"Hey Spidey, do you have any advice for me?" Yang asked him as she slowly gets up from the ground as her eyes turn back to normal.

 _"_ _Try to find a way to get him to increase his mass even more."_ Spidey advised her. _"There should be steam pipes in the sewer line below. If you can get him to increase his weight while also tiring him out, he should crash down to the steam pipes below, weakened and nothing he could to save himself."_

"So, I should taunt him then?" Yang asked.

 _"_ _Yup."_

Yang smirks at his answer. "I'm starting to like this plan." She said as she hops next to Ironclad. "C'mon, Iron monkey! Is that all you got? You're going to try harder than that to beat me!" She taunted him, making him angry.

"You want to die so badly? Fine, I'll give you your early death!" He said as he increases him mass more, making himself stronger but also a lot slower, as he tries to take a swing at Yang, but misses.

"That's still not enough, metal face!" Yang said as she punches him in the face, but it barely fazed him.

"Get back here, girl!" Ironclad increases his mass again as he tries to take another swing at Yang, but she then grabs it with her hands, but his strength is too much as she jumps out of the way as the punch hits the ground.

"It's working. Not only his mass is increasing, he's also getting slower as a result." She told herself as she dodges another slow punch from Ironclad. "Wow, that was pathetic! Want to try that again, metal baloney!" She again taunted him, making him even more mad.

"I don't like being called names!" Ironclad said as he tries to punch Yang again while increasing his mass, but she easily jumps over him.

"Oh, so you don't being called names, huh?" Yang asked as she walks over to Ironclad. "Well, that's too bad, metal face, because to me, you are nothing but a two bit, no account, second rate, metal baboon, with a brain of a pigeon, and the face of crane!" She taunted him, making him incredibly furious.

"That's it…You are going down!" Ironclad tiredly shouted at her while increasing his own mass again. As he slowly walks over to Yang, who has a smirk and her arms folded, the ground below him starts to crack, as he suddenly falls down to the sewer lines below, crashing into the steam pipes, making him all hot and exhausted from all the increased mass.

Yang looks down at the hole he just made. "Wow. Can't believe that actually worked." She said surprised, since she rather punches something to win, but it worked nonetheless.

* * *

"Hey, Vector!" Spidey shouted as he webs up a nearby container. "Think fast!" He throws it at Vector, but using his telekinetic powers, easily pushes it aside. "Now Ruby!" Spidey shouted for her.

"Got it!" Ruby said, using her Semblance to dash at a speed he couldn't keep up, attacking him from all sides with the blunt side of her scythe.

"Stop it!" Vector shouts, repelling Ruby with a force push.

"Alright, Cat! Give him some bad luck!" Spidey said as he attaches a web line onto Blake.

"I'll try not to disappoint!" Blake said, while Spidey spins her around fast enough until he gets the speed he needs and throws her at Vector in high-ending speeds.

"Don't think so!" Vector, at the last minute, creates a shield around himself, just as Blake makes eye contact. But that wasn't the real Blake, as the clone explodes in his face, thanks to it being a fire clone thanks to Blake's Semblance. Vector's surroundings are covered in smoke, making it hard for him to see his opponents. "Don't think this will cover your defeat, children!" He pushes aside the smoke, only for it to reveal Spidey, Ruby, and Blake right in front of him, ready to attack.

"Surprise!" Spidey said, as the three of them knock Vector down to the ground. Spidey uses his webbing to pin Vector to the ground.

"Enough!" Vector unleashes a shockwave from himself, knocking the three of them away from him. Ruby loses her scythe in the process as it lands next to Spider-Man.

"Huh?" Spidey said while observing Ruby's scythe.

"Uhhh…Huh?" Ruby rubs her head to ease the pain as both she and Blake are lifted into the air by Vector.

"Now then, no more funny business from you two!" Vector said with a smile, as he was about to throw them to the ocean close to them.

"Sorry, but funny business is my job!" Spidey shouts as he jumps into the air, attacking Vector with Ruby's scythe, knocking him to the ground, as well as freeing Ruby and Blake from his grasp. "Say hello to the Spider-Reaper! Let's have some fun, Vector!" He said while twirling the scythe around in the air.

Vector gets up, getting more and more annoyed by Spider-Man's foolish antics. He uses his powers to lift up a dozens of containers in the docking bay, ready to bring them down onto Spider-Man. "Let's see if you can dodge this, Spider!" He shouted as he starts throwing the container at Spidey.

"Why dodge when I could do this?!" Spidey retorted as he starts jumping from container to container, using the scythe slash up a couple of them along his path, and finally arriving at where Vector is at, using the blunt part of the scythe to knock him down hard to the ground. Spidey lands right next to Ruby. "I believe this is yours, Ms. Rose!" He offers her the scythe back.

"Why, yes, it is." She said politely, taking back her scythe. They then see their other teammates coming right back to them. "Guys! You're okay!" Ruby said.

"I assume you guys took down your U-Foe?" Spidey asked the rest of the team.

"We sure did!" Yang gives him a thumbs up.

"What?!" Vector shouted as he gets back up from the ground. "You kids beat up my team?! Impossible!"

"Well, when you have someone like Spider-Man around, impossible sort of lost meaning to us!" Weiss told him.

"It's over, Vector! Give it up while you still have the chance!" Blake told him to surrender.

"No! I cannot give up! Not when I'm so close to destroying you!" Vector said in anger, now having enough of their meddling. He then uses all his power to crush the heroes onto the ground with his telekinetic powers. "With my power, I will crush you all! Nothing you can do now can save you!" He said as he starts laughing maniacally.

"Arrgh! I can't…move!" Spider-Man said, struggling to get up, but the force is too much for him, for all of them.

"This…really hurts!" Ruby shouted, with her face planted on the floor.

"I can't even open my eyes!" Sun said, which the same could be said for everyone else in the small crater they're in.

"We have to do…something!" Yang said, trying to get up, but the pain is too much for even her.

"Hahaha!" Vector laughed as he hovers next to the kids. "Yes, stay there! Nothing you could do will save you now! Perish!" He said, using his powers to repel them harder to the ground.

"I can't…give up…not now…not when my friends are in danger." Spidey told himself as he tries everything in his power to get up. Slowly, but surely, he's starting to get up, ignoring the constant pain going through his body. "C'mon, spider strength, if there was ever a time I could use you, now's the time." He told himself, trying everything in his power to ignore Vector's powerful telekinetic repel.

"Give up, Spider-Man!" Vector shouted at him. "There is nothing you can do to stop me! This world belongs to the White Fang, to the strong, TO ME!" He shouted at him.

"This world…doesn't belong to you…" Spidey said, struggling to stand up on his feet while ignoring all the pain that is coursing through his veins. "It belongs to the people…Humans and Faunus!" He gets up onto one leg as he continues his speech, while a small, thin, crimson aura starts to surround his body. "It's because of people like you is the reason we will never get peace." He then gets up onto his other leg, as the small, crimson aura then starts to envelop him, radiating a pulsing, flame-like aura around his body.

"What the…" Vector looks at the Spider in confusion on what that red aura that is surrounding Spider-Man.

"I'm not going to give up! Not on the people, or my friends!" He said as he finally stands up on his two legs, radiating that red aura that's surrounding his entire body, giving his costume a more red color. "And I won't…let them DOWN!" He declared, as his crimson aura starts to burst around him, creating a huge, red shockwave that knocks off Vector from the air and destroying the nearby windows of the warehouses.

"What in the…" Vector said as he lays down on the ground. "What was that? Was that the kid's aura? But, it's so different from the rest. For a split second, I could feel his enormous power, it almost like it has no end to it."

Spider-Man's flame-like aura disappears as soon as his friends get back up, now that Vector is not around. "We're free!" Sun commented as he could feel his entire body again.

"Spidey, what did you do?" Weiss asked him.

Spidey pants heavily from all that pain he had to endure from resisting Vector's powers. "I…have no idea. Don't know what came over me."

"Whatever happened, we're free." Blake said, helping Spidey back up.

"Thanks." Spidey thanked her.

"So, let's go finish off Vector man, shall we?" Yang suggested.

"Let's finish this!" Ruby declared.

"You got it!" Spidey said. "Alright team, take him down!" He ordered them.

"Got it!" They all said as they charge at the weakened Vector.

 **BGM- One Piece Pirate Warriors 3 - IM GOING TO SURPASS YOU - OST**

"Not today!" Vector tries to use his power against them, but Weiss uses her ice to freeze his hands. Sun runs up to Vector first, using his staff to attack him up close and personal. Then, Penny uses her blades to attack Vector some more, as Blake steps in and attacks him with her sheathed weapon.

"Not done yet!" Yang jumps over and gives him a couple of good punches in the chest and face. Then Ruby comes in, attacking him with the blunt end of her scythe and shooting him in the chest.

"Now, Spider-Man!" Ruby shouts at him.

"FINISH HIM!" They all said together.

"You got it!" Spidey attaches two web lines to create a slingshot. "It's all or nothing!" He pulls back as hard as he could before he launches himself straight at Vector at an incredible speed. "Loooossseeerr!" He shouted as he kicks Vector so hard in the chest, he makes him crash into a couple of metal containers and into an empty warehouse, knocking him out cold. Spider-Man lands on his two feet and one arm. "Spider-Man and his Amazing Friends: 1! U-Foes: 0!" He declared as he stands up. "How's that for teamwork?" He asked as he crossed his arms.

Ruby runs up to him. "Now that was a kicker!" She punned.

"Heh, nice one!" Spidey gives her a high five.

* * *

Later on, a handful of police cars arrive at the docks, arresting the U-Foes and the remaining White Fang soldiers that Spidey webbed up earlier and putting them into containment.

"That should be the last of them." One of the police officers said as he turns around to meet Spidey. "Thanks for your help, Spider-Man."

Spider-Man scratches his head in embarrassment. "Yeah, well, I had a little help." He said as he turns around to take a glance at his friends, who are just sitting on some boxes. He turns his attention back to the officer. "So, where are you going to put the U-Foes? I mean, those guys are really dangerous even though they are weak for now." He asked him.

"We'll keep them locked up until the military from Atlas comes in and takes them into their own hands." The officer answered him. "In their hands, there U-Foes shouldn't be a problem for a long time, at least when you're around, Spider." He said as he starts walking away from him. "Nice work out there. A lot of people are glad that you are on our side."

"Yeah, thanks." Spidey said to himself as he makes his way back to his friends, where Blake and Weiss are having a talk to each other.

"Weiss, I want you to know that I'm no longer associated with the White Fang." Blake told her. "Back when I was with the-."

"Stop!" Weiss stopped her talking. "Do you have any idea of how long we've been searching for you?" She pauses for a second before answering her own question. "Twelve hours. That means I've had twelve hours to think about this. And in that twelve hours, I've decided…" Yang, Sun, and Ruby look on worried while Spider-Man just folds his arms, already knowing her answering. "I don't care."

"You don't care?" Blake asked surprised.

"You said you're not one of them anymore, right? Especially after what that Vector guy said?" Weiss asked her.

"No, I-I haven't been since I was younger-." Blake said before getting cut off by Weiss.

"Ah-bah-bah-bah-bah! I don't want to hear it." Weiss said to silence her. "All I want to know is that the next time something this big comes up…you'll come to your teammates. And not some…" She looks at Sun behind Blake. "Someone else."

Blake looks at Ruby and Yang grinning at her and then looks at Spidey, who just simply nods at her. She wipes a tear from eye with a nod. "Of course."

Weiss smiles and nods at her response. "Hmph." Spider-Man said to himself. "I could learn a lot from these girls." He lowly said to himself. "Maybe I should tell them secret identity, but not today. We've already had enough surprises and excitement for one night."

"Yeah! Team RWBYP is back together!" Ruby screamed as she waves her arms wildly.

The five of them, except for Penny and Spidey, gather with each other as Weiss points accusingly at Sun. "I'm still not quite sure about how I feel about you!" She told him, causing him to laugh nervously.

"Hey, wait a minute…" Ruby starts looking around. "Where's Penny?" She asked her.

From a darkened back seat of limo, far from them, Penny watches her friends reunite with each other. "You should know better than to go running around in a strange city." Her driver told her.

"I know, sir." Penny said sadly while lowering her head.

The limo is seen driving off into the distance. "Penny, your time will come…" Her driver told her.

"Hey, now that think about…" Weiss starts thinking before gasping. "Where's Peter?! Is he okay?"

"Peter?" Sun asked her. "Last time me and Blake saw him, he said he was going to take a nap somewhere."

Weiss lets out a sigh of relief. "Thank goodness. He might be back at Beacon. I want to apologize to him after the way I treated him before he left."

"What happened?" Blake asked her.

"We'll tell you when we get back to Beacon." Weiss told her.

Ruby walks up to Spidey. "So, what are you going to do Spidey?" She asked the hero as the other students walk up to him.

"Me? Well, I'm going to take a vacation, and since I can't afford a real vacation, I'm just gonna sleep on my bed and relax until the next big bad shows up." Spider-Man told them.

"Which probably means tomorrow, right?" Yang asked him, since the chances of that happening is very high.

"Unfortunately." He said while lowering his head before bringing it back up. "Well, whatever, that's my life. But I am glad you guys came to my rescue when you did. The U-Foes would've probably been never beaten if it wasn't for you guys."

"Hey, anything to protect the world's greatest hero." Ruby said to him with a smile.

"Let's not go too far on that statement." Spidey said to her before he attaches a web line to a nearby building. "See ya guys next time!" He said before swinging into the quiet city.

"Bye, Spidey!" Ruby said as everyone there waves good-bye to Spider-Man.

* * *

Meanwhile at Beacon, Ozpin is holding onto his Scroll showing a live feed of Ruby and Spider-Man at the docks. He closes the video and opens up a communication with Qrow, with a message from him saying: "QUEENS HAS PAWNS, BUT APPARENTLY THERE'S A DEMON KING LURKING IN THE SHADOWS. WATCH OUT FOR HIM. HE MIGHT BE MORE DANGEROUS THAN THE QUEEN HERSELF. HE'S ONTO US."

"A Demon King…" Ozpin said to himself, wondering about this new enemy. "This isn't good."

* * *

"Aw man, tonight was just stressful." Ruby said as the girls head back to their dorm.

"I hope Peter's here, or else we have to do this whole search all over again." Yang said as Ruby opens the door to their dorm to reveal Peter sleeping peacefully on his hammock.

"Peter!" Ruby said, happy to see her friend alive and okay.

"Let's not disturb him." Weiss told her leader. "Come on, let's go to bed." She said.

"Good, because I am beat." Yang said as she walks over to her bed.

Blake walks up to the sleeping Peter, letting out a small smile. "Thanks Peter, for everything." She whispered to herself as she kisses him on his cheek before going to her own bed.

* * *

"Good job, Osborn." Roman is seen talking to the LMD Norman Osborn in a large warehouse, placing a case onto the table. "You're U-Foes failed to destroy Spider-Man. And now, I have to deal with his mocking even more now."

"You really do whine as much as my son." The LMD Norman told him. "Those girls that were with Spider-Man, I've underestimated them. That'll never happen again.

"Oh, I am very disappointed in you, Roman." Cinder said as she, Mercury, and Emerald walk over the two men. "I'm even more disappointed in you, Norman." She told him, who responds with a "Hmph" as he crosses his arms.

"Whoa! Hehe… I wasn't expecting to see you guys so soon…" Roman said, surprised at their sudden appearance.

Cinder walks up to them with her yellow eyes glowing and her flowing dark hair. "We were expecting…more from you. BOTH of you." She looked at Norman, who just simply growls at her but it doesn't faze her one bit.

Roman laughs for a bit before getting serious. "Hey! You were the ones who suggested working with those stupid mutts from the White Fang, and even this loser from another dimension that couldn't destroy that stupid Spider-Man!"

"Loser?!" Norman gets triggered as he grabs Roman by the throat. "Fool! If it wasn't for me, you would never have come close to destroying the Spider. And it's because of you and you temper tantrums, the Spider may be onto me! It's only a matter of time until he knows I'm here!"

"Put him down, Norman." Cinder calmly told him. "Unless you want me to get personal with you again." She summons a fireball from her hand

Norman gives her a mean look as he throws Roman to the ground and walks over to Cinder. "And you…" He looms over the smiling and fearless Cinder. "Do you think you could continue to threaten me? Use me as your pawn?" He told her, trying to hide his anger as he is enough of Cinder using him as her pawn.

Cinder continues to look at Norman in the eyes, shrinking her fireball into a small size and shoots it through Norman's right shoulder, causing him to crouch to the ground while trying to cover up the bleeding. "Of course I can, Norman. Nothing you could do or create will change that. And until I have no more use for you, you will continue working for me." She threatened him, as Norman stares at her with serious look and a small growl. "We have big plans for you, Norman. All we ask is…a little cooperation." She said with an evil smile, while Mercury laughs at Norman's expense, making him angry.

* * *

Somewhere out in the quiet, night city as lightening starts to happen, the REAL Norman Osborn, the Green Goblin, was listening in to his LMD and what Cinder was talking to him about, and he's not happy at all. **_"Foolish Cinder. Think she could threaten me? ME?!"_** He said furious as he crouches onto the edge of the tallest building in city. **_"He may be my LMD, but he was created to be just like me. So when you threaten my LMD, you threaten me. I hope you enjoy whatever plans you have, Cinder, because I am already ten steps ahead of you, and SOON, every dimension in the multiverse we'll be under my control, and I'll make sure you burn in hell for this!"_**

Suddenly, another lightning strike happens, which catches his attention, as the Goblin senses someone near him on the building. **_"Aaah, you have arrived."_** He stands up from the edge and slightly turns his head behind him to see a man, with his face and head covered in the shadows, but can still see his crimson eyes in the darkness, wearing a dark-colored gi with sleeves removed and a prayer bead around his neck while also wearing black sandals. Goblin fully turns his body to face this new person. **_"I almost thought you wouldn't come. I hope that means you are ready to help me…Akuma."_** He said with a smile as the lightning strike again, revealing Akuma's face.

 **BGM- Super Street Fighter IV - Theme of Akuma**

"Hmph. I'm only here to help you unlock that 'Demonic Aura' you speak of so I can fight a worthy opponent. I have no interest in helping you conquer the dimensions." Akuma told him, showing no expression on his face.

 ** _"_** ** _Yes, yes, I know that."_** Goblin assured him.

"Originally, I wasn't going to bother with you after you bothered with my training, and the fact that you use other means besides your fists to gain power also almost made me not bother with you." Akuma told him as he slowly approaches the Goblin. "But when you told me about your Aura, and how it feels similar to my Satsui no Hado, I became…interested." He said as he crossed his arms.

 ** _"_** ** _Interested how?"_** Goblin asked him curious.

"Whatever your Aura is, it's definitely similar to my Satsui no Hado, possibly surpass it in strength." Akuma explained to him. "With my training, I'll help you unlock that hidden power of yours, so I can finally have an opponent that I could fight to the death."

 ** _"_** ** _Hehehehe Hahahaha!"_** Goblin laughed as another lightning strike happens. **_"Goood. When I finally unlock my full power, Spider-Man, Cinder, this world, and all other worlds will bow down to me, except you of course. You can do whatever you want."_** Goblin told Akuma, who just simply "Hmph" at him. **_"Watch out, Remnant. You will all soon face a power beyond that of a God. And you will all be powerless to do anything about it."_** He laughs manically again as multiple lightning strikes happen around the two of them, indicating that what's going to happen soon is nothing that Remnant has ever faced: Pure Evil!

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. It's been weeks since the fight against the U-Foes, winter break is almost here, finals are coming up, and I'm still debating on if I should tell my friends my secret identity.**

 **Madame Web: Well, sooner or later, they are going to find out. It would probably be best if you at least tell them more about your past.**

 **Spider-Man: Maybe I should at least tell them my family history. Seeing them always talking about their families have got me thinking about my own past.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Finals and Family_**

 **Spider-Man: I just hope nothing bad happens soon, but something tells me there will be something.**

* * *

 **KFX here: That's the end of Volume 1, or you could probably call it "The White Fang Arc." Next time we're starting Volume 2, also known as "The Goblin Arc." Can't say much except that Spider-Man and the rest of Team RWBYP will come face to face with the Goblin. New characters such as Akuma from Street Fighter and the mysterious Raven will also be a part of the next volume, playing a slightly bigger role than she did in the original series. And, of course, and new opening and ending chapter as well, with the Iron Spider Suit will be making a full appearance as well. Next Volume is gonna be chaotic. More secrets will be revealed and battles that could shake the world as we know it. You don't want to miss this.**


	34. Opening and Ending 2

_Opening 2_

 **BGM- Dragon Ball Z Kai Opening- Kuu-Zen-Zetsu-Go!**

Opening starts with a shot of the city of Vale, as Spider-Man is swinging through the city with his webbing. He then notices on his right a Bullhead, with his friends, Team RWBYP in it as they wave at him. Spidey waves back at them before swinging away as the Bullhead tries to catch up with him as they head towards Mountain Glenn. The scene shifts to Team JNPR, Ozpin, Glynda, and General Ironwood watching them from Beacon, as Pyrrha, Ren, and Nora wants to go meet them, with Jaune being the last to catch up with them.

The next scene shows someone holding an orb that has images of Cinder and Salem, before it crushed by the smiling Green Goblin. He then powers up, as the next scene shows him fighting against Spider-Man, as the two clash fist with each other before punching each other in the face.

The next scene shows Goblin smiling as he raises his hand in the air, powers himself up in a mysterious dark red aura, shooting out energy blast all over the world. It then switches to Akuma about to perform the Messatsu, to Raven using her sword to cut the screen, and then lastly switches to a scene with Peter holding his Spider-Man Mask as images of Aunt May, Sonic the Hedgehog, and Ruby pop up in his head before putting the mask on, ready to fight.

The next scene has Spider-Man and Goblin having a fierce battle with each other as Spidey kicks him away. Then, Team RWBYP comes in and attack Goblin at once, only for him to blow them all away with an explosion. Spidey nods to himself as he lets out a scream, covering himself in a crimson aura, and when the light disappears, he finds himself in his Iron Spider Armor while radiating that pulsing, crimson aura. He and Goblin are flying the air, shooting out repulsor blasts and fire balls while also colliding with each other, shaking the skies with a sonic boom, while Spider-Man uses his Style Change to switch to Aqua Custom style and Heat Guts style to do battle in the air.

The scene shifts to Goblin firing a sun-like energy sphere at the city of Vale below, with Spider-Man ready to counter it, cupping his hands together and charging up an energy blast using his repulsors and fires it at the energy sphere while Team RWBYP stands right next to him.

The ending ends off with Spider-Man, in his Iron Spider Armor, assembling with Team RWBYP, Team JNPR, Ozpin, Glynda, and Ironwood in front of Beacon.

* * *

 _Ending 2_

 **BGM- NT Warrior Ending-** **Begin the Try**

Ending starts off with image shots of Spider-Man, Peter Parker, Ruby, Weiss, Blake, and Yang. It then switches into a slideshow showing the characters in different situations: Peter helping Ruby with her studies, Peter talking to Weiss as they walk through Beacon, Spider-Man and Blake swinging through the city, Peter riding with Yang on Bumblebee, and lastly Spider-Man about to fight against the Green Goblin.

The scene then shifts to an image, and while the camera pans up to the center of the image, it shows Spider-Man in his Iron Spider Armor and his various style changes: Heat Guts, Elec Team, Earth Shield, and Aqua Custom. As the camera zooms out, it shows an image consisting of Ruby, Weiss, Blake, and Yang in each corner of the image using their weapons, with Spider-Man, in his Iron Spider Armor, in the middle of the image crouching using his mechanical spider arms coming from his back.

* * *

 **KFX here: This is the second opening/ending of this story because, again, I want to give it an anime feel. Speaking of anime, expect some of the fights in Volume 2 to be on the level of your standard Dragon Ball Z fight, usually when it involves the Goblin. And also, since this story will have that Dragon Ball Z feel, think of Spider-Man as the Gohan of this story because he will be doing some crazy stuff later, trust me.**


	35. Vol 2 Issue 1: Finals and Family

_Vol 2 Issue 1: Finals and Family_

In some sort of black void, you can see billions upon billions of portals, each representing a different dimension. This is the multiverse, infinite worlds that are either very similar or entirely different from one another. And in the center of the multiverse is one dimension that is considered to be the prime universe of the entire multiverse. That dimension is Earth 616, home of the Marvel Heroes, and next to it is the world of Remnant, home of the Huntsmen and Huntresses.

 ** _"_** ** _We are born of multiple universes…"_** A voice says in this black void. **_"Each of them imperfect, each AFFLICTED with the cancer of war, violence, and hatred. The people of the multiverse needs someone to rule over them, someone to CONTROL them of their actions so we can finally achieve peace. From their ruins, a new multiverse shall be forged, in the fire of the power of the ISO-8 and the OZ Formula. All life remade in my image, as goblins, free from the sins of imperfection."_** Suddenly, a hand appeared as he holds all of the dimensions in his palm. Then, you can see the smiling face of the Green Goblin from out of the shadows. **_"I am the Goblin King. I…am your God."_** He finished, crushing the multiverse in his hand as he begins to laugh.

* * *

 **An Island far from the Kingdom of Vale**

 **BGM- Marvel vs Capcom 3 OST- Theme of Akuma**

It wasn't long ago when Akuma arrived in Remnant to help the Green Goblin, who is currently not wearing his cloak by the way, unlock his Aura. The two decided to immediately start training so that Goblin can finally achieve his ultimate power.

"Are you ready, Goblin?" Akuma asked the Goblin King as he stands a few feet across from him on the island.

 ** _"_** ** _Hehe, I was born ready."_** Goblin replied with a grin.

"Hmph. Alright." Akuma said with no emotion while crossing his arms, as he is dead serious in training Goblin. "Since your Aura is similar to the Satsui no Hado, the requirements to tap into that power should be simple: First, you must be consumed with the desire for victory and complete perfection. Second, you must be close to death."

 ** _"_** ** _Does actually dying and coming back to life count?"_** Goblin asked him since he is immortal, but he did die before when he impaled himself with his own glider months ago back on Earth.

"Possibly." Akuma simply answered him before continuing his explanation on how to unlock Goblin's Aura. "And finally, third, you must have intense rage and hatred in your heart. Have the desire to kill your enemies without hesitation. With that, you should be able to unlock that power of yours." He finished explaining.

 ** _"_** ** _That's it? I was expecting more 'challenging' requirements."_** Goblin said.

"The most challenging requirement is that if you are willing to sacrifice your humanity to have complete control of your power." Akuma told him. "So, Goblin, do you want to destroy whatever is left of your humanity for ultimate power?" He asked the King.

Goblin starts laughing at that stupid question before settling down. **_"Heh, I have LONG abandoned my humanity the moment I lost everything in my life! Now, let's get started, shall we?"_** Goblin asked his master as he gets into fighting position.

"Fine…" Akuma unfolds his arms as his body glows red with the Satsui no Hado. He puts one foot forward as he gets ready to fight. "Now let us begin your training!" He declared.

 ** _"_** ** _Hehehe…"_** Goblin laughs as his body starts to glow a fiery, orange color. **_"Let's go."_** The two have a stand, with both of their auras glowing around them as they have a little stand off before they start clashing fists.

* * *

 **Three Weeks Later…At the City of Vale**

Peter and Yang are walking out of the movie theater and into the peaceful, quiet night of Vale, ending their first, official date.

"Man, was that a great movie or what?" Yang happily asked him, as the two head towards Yang's motorcycle.

"Yeah, it was!" Peter replied to her. "Just wished we had more popcorn though."

"Sorry, my bad." Yang said embarrassed while scratching her hair. She stops as she turns to Peter. "I'm really glad we were able to do this, Peter." She said to him with a smile.

"Well thankfully, nothing major has been happening in the city lately, so we could finally kick back and relax." Peter said as he puts his hands behind his head.

"I'm just happy to see that you are feeling better now that you don't have those random black outs anymore." Yang said, remembering what she was told about Peter's DNA evolving. "So, do you feel any different, like have you unlocked your Aura yet?" She asked him.

Peter shakes his head." Nuh-uh. I still haven't unlocked the thing. Even after all the training I've been going through with Pyrrha, that blasted Aura still hasn't appeared yet. But, at the very least, I do feel much stronger, more durable, much faster, better agility and reflexes."

"I doubt you are stronger than me, though." Yang said to him.

 _"_ _Maybe because I always hold back when I fight my battles compared to you."_ Peter said to himself in his mind, since he is easily stronger than Yang, just always hold back when it comes to his fights.

The two arrive at Yang's motorcycle, where Yang hops on and puts on her helmet. "You coming?" She asked Peter.

"I'll catch up. I have some other things to take care of." Peter replied.

"Okay, just remember we should start studying tomorrow for finals, then we could go onto Winter Break." Yang reminded him.

"Don't worry, I haven't forgotten. I promise to help tutor you and Ruby the first chance we get tomorrow." Peter said.

"Thanks, Pete. You really are a life saver when it comes to our tests." Yang said with a smile as she turns on her engine. "See ya!" She waved as she rides off back to Beacon.

"Bye!" Peter waved back as he sees her off.

* * *

"Yeeeehaaaaawwww!" Spidey swings through the quiet, peaceful city as he enjoys himself. "Man, this is just the life!" He said to himself as he hops off his web and runs across a wall before web swinging again. "Man, have my life ever been so perfect!" He said to himself. "Ever since me and the girls beaten the U-Foes three weeks ago, things have just been going my way." He said as he performs some parkour on some rooftops. "Since then, there have been barely any White Fang attacks recently, and when there is one, it usually takes me a second to put them down and swing off back to Beacon. I can finally get to class on time, help train with Jaune and Pyrrha, and actually get to go out on dates with Yang."

He lands onto another rooftop and stands up to see the beautiful city around him. "I think, after all this time, I might've finally found the girl that is right for me: one who likes me for who I am, one that could surely protect herself when she's in danger, and one that actually make as many bad jokes as me." He lies down onto the rooftop as he gazes at the stars. "But still, I wonder if she feels the same way to me as I do to her. I mean, I know she has a crush on me, but is there more to that, I wonder? Does she, I don't know, love me?" He asked himself as he continues to stare at the stars above. "There's just something more about her that I just couldn't place my finger on, something that truly makes us similar to one another, but what?" He again asked himself as he places a finger over his mouth.

 _'_ _Are you sure it's not your awful sense of humor.'_ A voice said to him.

Peter immediately gets up from the ground. "Who said that?" He asked until he finds himself surrounded by a purple fog. "Oh no, please not this old crone again!" He said as he teleports to Madame Web's realm.

"Old crone, am I?" Madame Web said as the Spider enters her world.

"Ah great, what do you want now, Madame Web? Can't you see I'm just basking in the moment." Spider-Man told her.

"I wanted to show you something, something that you might want to know." Web said to him.

"What, like how you get your fortunes from fortune cookies?" Spidey joked.

"You are almost correct, young Spider." Web replied.

"Wait, really?" He said, surprised that he was somewhat right about her.

"Behold…" Madame Web's chair of webs start to glow, as images of multiple Spider-Men and Spider-Women start showing up on the web.

"Whoa…" Spider-Man looked at it in amazement. "What is this…"

"This is the Web of Life and Destiny." Madame Web told him. "This allows me to see multiple realities, each with a different Spider. This also allows me to see into the future as well."

"Incredible…" Spidey said, still amazed at what he his seeing. He then spots something in one of the images of a different type of Spider-Man. "Is that a cartoon pig?" He asked while pointing at the image of Spider-Ham.

"Yes, Spider-Man. How very observant you are?" Web said sarcastically.

"Yeah, yeah, whatever." Spidey said as he takes another look at the Great Web and sees something that catches his eye, a blue, running hedgehog. "Wait a minute?! Is that Sonic?!" He asked, surprised that Sonic's world is too connected in the Great Web.

"Ah yes, it is." Web answered him. "You see, Peter, out of every Spider-Man in the multiverse, YOU are in the center of it, and your presence in other worlds that aren't connected in the Great Web are then connected with a new strand. Your time at Mobius, and your relationship with the people there, created this new strand, allowing me to see what fate has in store for Sonic and his friends."

"Does the same thing apply to here in Remnant?" Spidey asked her.

"Of course. There is already a strand that connects this world to the Great Web, but it is still weak, not fully woven yet." Web explained to him.

"Why is that exactly?" Spider-Man asked her.

"It might be because of your relationship with the people here, most notably your teammates in Team RWBYP." Web answered him. "Have you told them about your secret identity yet?"

Spidey lowers his head to the floor in shame. "No, I haven't."

"Why is that, exactly? Weren't you planning on telling them soon?" Web asked him.

"Well, for starters, that Professor that apparently works for the White Fang and knows so much about me." Spider-Man confessed. "He's been on my mind for weeks. I just wished I know who is he?"

"Hmm, makes sense. And what is the second reason?" Web asked.

Peter rubs his head as he tries to think of an answer. "I just don't know how to properly tell them, ya know. I can't just walk up to them and say 'Hey girls, I'm Spider-Man. Not only that, I'm also from another dimension as well.' It would be really awkward when I say it out of the blue."

"But aren't you always awkward?" Web asked him.

"No…sometimes." Peter replied before sighing. "I just feel like, the moment they know my secret identity, their lives might become even more dangerous than it already is. I don't want to go through the same, painful experience like with Gwen and Harry."

"You really need to stop being so obsessed with what happened in your past, Peter, or else you may never move forward in life. Don't let it take over you completely. Learn, like your Yang friend." Web told him.

"What about Yang?" Spidey asked her, curious on what she knows about his friend.

"As you might already know, you two are a lot similar than you think, especially when it comes to family." Web started explaining to Peter. "You both have lost important people in your lives that drives you to do the things you do today. In your case, Peter, you use your power to help people so they won't have to deal with the same loss you've experienced like you did with your uncle. With Yang, she lost someone in her family that she is desperately trying to find but to no avail, which almost ended her life at one point. It's because of that is probably the reason why you two go so well with each other. I'm sure Yang, deep down in her heart, knows what you might be going through, and I know the two of you can learn from one another, you just got to open up to and the rest of the team about your secret and your past."

"I'm still not sure if I should tell them my secret yet." Peter said, still fearing for what might happens when he tells them he's Spider-Man.

"At the very least tell them something about your past. You can't keep all the pain alone in your heart. Try to talk to your friends about it and they might understand and help you." Web told him as Spider-Man is surrounded by purple fog. "Remember, you can't do everything on your own, Peter. Try opening up more, and you would be surprised on how far your friends will go for you…" She finished as Peter finds himself back on the same rooftop he was before.

"I'll try, but still…" Spidey lowered his head. He then shakes his head to stop thinking about it. "I can deal with this later. Right now, I have a Final to study for." He said as he attaches a web line to a building and starts swinging off back to Beacon.

* * *

 **The Next Morning at Beacon**

Peter is in the library with Yang and Ruby to help them get ready for their Final at the end of the week.

"Alright, let's get started!" Peter said as he sits down across the table from Yang and Ruby. "With my amazing brain and intellect, helping you guys pass the Final would be a cinch."

"Alright! I might actually get straight A's on my report card for once." Yang said with a fist pump in the air.

"Same here!" Ruby said, giving her big sister a high five. She then turns to Peter. "Oh, I just remembered something." She said.

"Remembered what?" Peter asked her curious.

"I just remembered that a few other people are going to study with us for the final." Ruby told him.

"Like who?" Peter asked her.

"Just a few more of our friends, that's all." Yang answered him.

"Heh, like who, Weiss? I'm pretty sure she is smart enough to study on her own." Peter said with a chuckle before he feels a book hit his head.

"Ha Ha. Very funny." Peter turned around his chair to see Weiss and Blake behind him.

"Weiss? And Blake? What are you two doing here?" Peter asked them, wondering why the other two smart members of Team RWBYP are coming to his little study group.

"We're here to study with you guys, well more like you help tutor us." Blake answered with her books in hand.

"Wait, me tutor you. Is this some kind of joke?" Peter asked her.

"Of course not!" Weiss exclaimed annoyed. "Compared to Professor Port and Professor Oobleck, we can actually understand what you are saying that actually makes sense. You don't go into random tangents about your past, or you are lecturing from across the back of the room and zoom to the front of the room."

"You really have a hard time following Port and Oobleck, huh?" Peter asked her.

"Yes, that's why you're going to help us." Weiss told him as both she and Blake sit down on the table.

"Well this shouldn't be too hard tutoring you four. Alright, let's get this started." Peter said. Just as he was about to sit down, he hears a voice close to him.

"Wait, hold on!" Peter turns around to see Jaune and the rest of his team making their way to Peter's study group.

"Jaune?" Peter said surprised.

"Hey, Pete." Jaune greeted him. "Mind if we join your little tutoring group?" He asked the hidden hero.

"Wait a minute! You guys need tutoring too?" Peter asked them.

"Well, you are the smartest kid in the school that understands everything." Pyrrha told him. "No offense, Weiss."

"None taken." Weiss replied.

"Ah great…" Peter scratched his head, not knowing how to process all of this. "Who else is joining?"

"Hello, Peter." Peter turned around again to see Velvet and her team, Team CFVY, which consists of Coco Adel, Fox Alistair, and Yatsuhashi Daichi.

"Let me guess: You guys are here to be tutored?" Peter asked with little enthusiasm, clearly getting tired of these surprises.

"Yup." Coco simply replied.

Peter puts his hand on his face and shakes his head. "Please tell me that's all of you?" He asked until he feels someone's hand on his shoulder. He turns around to see Cardin and his team behind him, with books in their hands.

"Hope you don't mind if you help us study, despite what happened between us before." Cardin said to him, letting bygones be bygones.

"So you all need tutoring from me?" Peter asked his fellow classmates.

"Yes!" They all replied.

Peter lets out a sigh, not knowing what to do anymore. "We're gonna need a new study room."

* * *

Ozpin and Glynda are currently walking through the hallways of Beacon, talking about what Qrow texted them a few weeks ago.

"A Demon King?" Glynda thinks to herself as she and Ozpin walk past the classrooms. "Who could it be?"

"We're not entirely sure. This is a brand new enemy we never heard of." Ozpin said while holding onto his coffee mug.

"The fact that this 'King' knows about us and is apparently more dangerous than Salem herself…" Glynda said. "Could he have been behind the recent attacks in our world for the past few months?" She wonders to herself.

"Qrow seems to believe so. Just wished we knew who we are up against." Ozpin said.

"Should we ask Mr. Parker?" Glynda suggested. "I have a strange feeling that he might be connected to this in some way."

As the two continue walking through the hallway, they stop in front a classroom, where they see Peter, in front of the classroom, tutoring Team RWBYP, Team JNPR, Team CFVY, and Team CRDL for their final exams.

"Let's not bother him now. He seems busy enough already." Ozpin said with a smile, looking through the door window watching Peter write down notes on the board, with his friends writing the notes in their notebooks.

"As you wish." Glynda said before the two continue walking down the hallway.

* * *

 **One Week Later**

All the teams walk out of the Professor Port's classroom, with their exams done and graded, which brings a smile to all their faces.

"I can't believe it! I passed!" Ruby shouted with a fist bump in the air.

"Me too. Got all A's on all my finals." Yang said, clearly happy with her results.

"For once, I actually got good grades! This is amazing!" Jaune said, since this is probably the first time he got straight A's on any test.

"I think we all know who we should thank for this." Pyrrha said with a smile, as all the teams look at Peter.

"Who? Me?" Peter points to himself.

"Of course!" Velvet answered. "It's because of you, we all passed!"

"You really are amazing you know that, Parker." Cardin said to him with a smile.

"Hey, I shouldn't take all the credit. You guys deserve some of the praise too." Peter said, since all he did was tutor them.

"Must you always be so modest?" Weiss asked him.

"Yeah, I guess so." Peter replied while scratching his head.

"Well, whatever. Let's give on to Peter, guys!" Yang shouted as they all clap their hands for Peter, while the boy just nervously laughs from the applause.

* * *

"So, what are you guys going to do for Winter break?" Ruby asked the rest of her team as they make their way back to their dorm room.

"I think me and Blake are going to stay here for the next two weeks." Weiss answered her question. "What about you and Yang?" She asked them.

"Me and Ruby are going to head back to Patch and stay with our father for the break." Yang answered her.

"Yeah, I can't wait to meet with dad again!" Ruby said as she is excited to meet with her father after so long.

"Mm-Hmm." Yang nodded as she turns her head to Peter in the back. "What about you, Peter?"

"Huh?" He said since he wasn't paying much attention to their conversation.

"What do you have plan for Winter Break?" Yang asked him.

"I…" Peter started, scratching his head to think of something, but nothing comes up as he just sadly sighed. "I don't know." He frowned as he lowers his head to the ground.

The team stopped walking to see what is wrong with Peter. "How come?" Yang asked him. "Do you have plans on seeing your family after so long?"

Peter stood there in silence, not wanting to answer her question. "Peter, what's wrong?" Blake asked him, concerned for her friend.

"Do you WANT to see your family again?" Ruby asked him worried.

Peter stood there silent for a few seconds before he finally answers her. "That's the thing…" He looks out to window right next to them. "I…don't really have a family to go back to."

The girls' eyes all widen from his shocking answer. "W-What do you mean by that?" Weiss asked him, worried for him.

"You don't mean…they're dead…" Yang said sadly.

Peter slightly turned his head to her with a slow nod, causing Yang to gasp and cover her mouth with her hands. "Peter…" Ruby started talking to him, concerned for him. "What happened? Like, what happened to your parents?"

Peter turned his head back to the window before sighing again, remembering his about his past. "When I was just a baby, my parents died in a plane crash, so I don't exactly remember much about them, or what they looked." He started explaining his past, causing all the girls to gasp from that sudden reveal, mostly Yang since something similar happened in her past as well. "Since then, I've been living with my uncle and aunt at their place. I even came to see them as my own father and mother. We were living a good life, whenever I was sad, those two would always be there for me when I needed them the most. They were my entire world, they meant everything to me. That is…until the accident." He said as he lowered his head.

"What accident?" Blake asked him.

"Was it…your uncle?" Weiss asked him, since she was already informed by Peter about what happened to his uncle.

"Yeah…" Peter nod his head but still doesn't turn around to face his friends. "Two years ago, my uncle was shot and killed by a burglar that was trying to break into our home. My own Uncle Ben…" He said before clenching his fist in anger. "It was my fault that he was killed." He said without raising his voice. "I could've easily stopped the burglar when I had the chance. He was right there next to me when he was robbing a studio a few days before the accident, but I was too arrogant and selfish not to stop him, and because of that, my uncle paid the price."

The girls were completely speechless to what they are hearing. They feel so bad for what Peter has been going through that tears falling from their eyes without their notice. "So…what happened between you and your Aunt?" Ruby asked him.

Peter sighed but decided to tell them the story. "After my uncle died, me and my Aunt were struggling on our own, having trouble to pay for the bills. I did everything I could to help her out, and for a while, we were able to survive and be happy, but as if faith were to have it, it didn't last long. A few months ago, before I got accepted into Beacon, my Aunt May was kidnapped."

The girls gasped again in shock. "Do you know who kidnapped your Aunt?" Blake asked him.

Peter again sighed, not wanting to reveal the name of the kidnapper, but he feels like he might as well, since he thinks the man is dead. "Yeah…. The person that kidnapped my Aunt May was a cruel and sick man named Norman Osborn." He answered her, completely shocking the girls again by that reveal.

"Norman Osborn?" Weiss said shocked. "You mean your best friend's dad? THAT Norman Osborn?" She asked him to be clear, with Peter nodding that she is right. "But…why? Why did he kidnap your Aunt? Does he have some sort of grudge against you?" She asked him.

"I'm not sure." Peter lied because that would mean that he should reveal his secret identity. "Osborn was a cruel, power-obsessed businessman that apparently hates everyone he doesn't like, which is pretty much everyone. If I was honest, he's more corrupt than your father." Peter told Weiss.

"I can believe that. Not even my father is that cruel to kidnap someone just cause." Weiss said.

"So, what happened to your Aunt? Did you ever find her?" Ruby asked him.

"Osborn said that if I beat him in a fight, he would release my Aunt somewhere I don't know where, because during the fight there was an explosion that knocked me to a forest near Vale." Peter answered her. "I've been trying my best to find out where my Aunt May is, but nothing has come up, but I know she's still out there, somewhere. I just have to have faith." Peter said as he turns around to face his team. "It's part of the reason why I want to become a Huntsman, so I can help people wherever I see them, so that way they won't have to suffer the same pain I've been through."

"Oh Peter…" Weiss said, feeling really awful for him.

"To think, you've been through so much in such a short amount of time." Blake said.

"Is there anything you want us to do to help? I mean, you can't just stay here for the entire winter break when you have no family." Ruby asked him.

"I think I might have a solution." Yang finally spoke up, after being oddly quiet during Peter's confession. "How about you come stay with me and Ruby back at our place for the next two weeks?" She offered him.

"Yeah, that sounds like a great idea." Ruby said, now sounding a bit happier.

"Are…are you sure?" Peter asked, unsure if he should do what she's offering.

"Peter…" Yang walks up to him and gives him a hug, with tears starting to come out of her eyes. "You're one of our best friends. It just hurts us to see you in so much pain, no matter how much you try to hide it. Please just do one thing, for me." She said as she lets go of the hug.

"Well, since you asked so nicely, and the fact that you didn't crush me this time, sure, I'll accept your offer." Peter agreed to her offer with a smile on his face, making everyone smile in happiness.

"Oh, thank you!" Yang said happily as she gives Peter another hug, which starts to crush him again.

"Oh…not again!" Peter said while being crushed by Yang's strength.

"Yeah! This is gonna be so awesome, I just know it!" Ruby said, excited that the friend she considers a brother is coming home with her.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Peter: Hi, I'm Peter Parker. So this is your house, right? Very cozy.**

 **Yang: Glad you like it.**

 **Ruby: You are totally gonna love our dad and even our cute, little dog.**

 **Peter: That's nice, so where's the mother?**

 **Yang: MOTHERS, to be more accurate.**

 **Peter: Wait, you girls have two mothers? Should I be afraid to ask where they are?**

 **Yang: I think it's best that we show you.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Patch_**

 **Peter: So, your father isn't Solid Snake? I'm disappointed.**

* * *

 **KFX here: First issue of Volume 2 is here. For those that have been asking for more development between Peter and Yang's relationship, the next two chapters will be just that, so I hope you like them since I'm not the best when it comes to love stories.**


	36. Vol 2 Issue 2: Patch

_Vol 2 Issue 2: Patch_

 **Osborn's Lab**

The LMD version of Norman Osborn has been working on a few new toys for the White Fang, toys that could surely destroy Spider-Man and his friends. One new toy, specifically, is suit of armor, using a stolen prototype of the Atlesian Paladin-290 from the Atlas Military as it's base, with this suit being called: R.H.I.N.O.

"Darn that Cinder." LMD Norman said to himself as he works on the R.H.I.N.O. suit. "Can't believe that woman still thinks she could control me. No one controls Norman Osborn. NO ONE!" He then sighed as he moves on to another part of the big suit. "But I supposed I should hold out just a little longer, because soon, I will move on to the next step of my plan, the likes that which this world has ever seen." Norman lets out an evilish smile. "Cinder will learn what happens when you mess with me. The same could be said for Spider-Man and his little fan club. Oh yes, they will pay. They will all pay." He said to himself as he continues working on the suit.

* * *

 **Patch (Ruby and Yang's home)**

 **BGM- Super Mario Galaxy 2 OST- Freezy Flake Galaxy**

Through Yang's offer, Peter decided to spend his winter break with her and Ruby at their home in Patch, a large island to the west of Vale. Since it's the winter, there is snow everywhere on the ground, but the little group didn't seem to mind as they are all wearing a jacket and are driving on Yang's motorcycle as they approach the house.

"We're here!" Yang said in a song voice as she stops her ride right next to their house. Their house is a two story log cabin with a metal roof in dull red.

"So, this is where you two live?" Peter said as he gets off the motorcycle and takes out his backpack.

"Yup. Home sweet home." Ruby said with a smile in her face. "Trust me, you're going to love it here. Our dad will be happy to see you."

"Is your dad Solid Snake since he lives in a log cabin?" Peter asked, referencing Metal Gear Solid back on Earth.

"Who?!" The two girls asked him in confusion.

"Never mind." Peter said as they enter through the front door.

"Dad, we're home!" Ruby shouted for their dad. A few seconds later, a black dog comes running at Ruby. The little girl crouches down to meet her pet. "Hey, Zwei! How you been, boy?" She asked the dog, who responds with a lick to her face.

"Oho, who's that I hear?" A man coming out of the kitchen said, catching the teens' attention. The man has blond hair with two small strands sticking out from the top. He wears brown cargo shorts with a dark brown belt, black shoes, a red bandana on his left arm, and a brown leather vest over a tan dress shirt with the right sleeve cut off. "Well, isn't it my two favorite girls in the world!" He said.

"Dad!" The girls shouted as they run up and hug him.

"Ruby! Yang! It's so nice to see you two again!" Their dad as he hugs them. His eyes then wander to see Peter in front of him, giving him a nervous wave. "Who's that?" He asked before giving a suspicious look to Yang. "Yang, who did you bring?" He asked her suspiciously.

"Oh, this is our friend from school." Yang answered him as she looks at Peter. "Peter, this is our dad, Taiyang Xiao Long!" She introduced the two.

"Hello, Mr. Xiao Long! The name's Peter Parker. Your daughters were nice enough to invite me to stay at your place for the break, if you don't mind." Peter said while shaking their dad's hand.

"Not at all, Peter. I've heard so much about you from my daughters. I can't say how much I appreciate you helping them with their studies." The dad said to him.

"Well, your daughters were the ones who came to me for tutoring. I just accepted their request." Peter said with a smile.

"Ah, I see you are very modest as well. I like that." Taiyang said before moving to Yang for a bit. "You chose a nice one here." He whispered to her.

"Daaad…" Yang said embarrassed.

While Peter takes a second to smile at his friend's embarrassed state, he sees Zwei on the floor glaring at him, with his tongue sticking out. "Hello there, boy." He said as he pets Zwei on his head, with him responding with a lick to his face.

Ruby walks up to the TV to turn it on, but it appears to be not working. "Huh, that's weird. The TV is not working." She said.

Her dad walks up next to her. "Yeah, it's been like that since morning. I tried fixing it, but no dice. I was about to call the repair man to come and check the problem until you three came in." He said to her.

"How about I take a crack at it?" Peter asked as he walks up to the TV.

"Sure. Go right ahead." The dad said to him.

Peter walks up to the holographic projector lying on the TV stand. He crouches down and opens it up and starts fixing it, and after a minute, he's finished. "Done!" He said.

"Wow, that fast?" Taiyang said surprised. He then moves up to Yang. "You really did choose a good one here." He told her, making her groan in embarrassment.

Peter turns on the TV, which is currently showing a news report being talked about by Lisa Lavender about a building back at Vale. _"It's been a few months since the Schnee Dust Company building here in Vale was almost destroyed thanks to the White Fang, but after so long, that building has been rebuilt with the state of the art technology that would make it almost impossible for the building to be destroyed again in the future."_ Lisa said from the TV.

"That's a relief." Peter said to himself as he gets up from the floor.

"C'mon, Pete! Let's take you to your room." Ruby said as she and Yang start heading upstairs.

"Alright, I'm coming!" Peter said as he grabs his bag and starts following them upstairs.

He meets the two girls upstairs as they stand outside of the bedroom. "Here's your suite, Pete!" Yang happily opens the door to reveal a single bed with plain bedding, a bedside table decorated with a vase of flowers, and a circular white rug. A large window occupies the wall next to the bed, hung with pale curtains.

"This is my room?" Peter questioned as he heads inside, observing his surroundings. "It's so…plain and empty." He said.

"Well, if you want, you could sleep in our room, especially in my bed." Yang said to him with a smirk.

"No! No! I'm good here!" Peter immediately retorted as he starts unpacking his things. "So, what are we doing first after we've unpacked?"

Ruby and Yang look at each before looking back at Peter. "We actually want to show you something." Ruby told him.

"Like what?" Peter asked curious.

"It's…about our mom." Yang said with a sad face, causing Peter to tilt his head in confusion.

* * *

 **Patch (Cliffside Forest)**

Peter, Ruby, and Yang walk up to the edge of a cliff, where there lies a gravesite of a woman named Summer Rose.

"So, this is it, huh?" Peter asked as he and Ruby crouched down next to the tombstone while Yang stands up behind them.

"Yeah. This is the grave of our mom, Summer Rose." Ruby said with a frown on her face. "One day, when me and Yang were still young, she went on a mission and never came back. We don't fully know what happened to her, but we assumed to worst." She said while closing her eyes.

"Our dad didn't take the news well, either." Yang told him from behind. "He basically shut down when he heard what happened. But this isn't the first time we lost a mom."

"You girls had two moms?" Peter asked them.

"Yeah. Our first mom, my mom, Raven Branwen." Yang answered him. "When I was born, she just…left. Wished I knew why though, but I do have the feeling she's still alive though."

Peter put his hand on Ruby's shoulder to try and comfort her. "I'm sorry. Both of you. Losing both your mothers at a young age. No one should have to go through something like that. If you ever need anything, just come and talk to me."

Ruby looks at him with a smile. "Thanks, Peter." She said as she gives him a hug, with Peter happily accepting.

"Can I join this hug too?" Yang asked the two.

"Sure! Why not!" Peter said, as Yang crouches down and they all hug each other.

"Look at us! We're one big, happy family that lost a lot of people in our childhood." Yang said with a smile.

"Now if only our comedy can improve." Peter said.

"That's not going to happen with you two ever." Ruby told them.

"Hey!" Both Peter and Yang said together causing Ruby to giggle at their synchronized response.

* * *

 **Back at the Sister's House**

 **BGM- Dragon Ball Super OST- Like That Cloud**

"Man, that was good." Peter said as he has just finished eating pasta for dinner with the rest of the family.

"Glad you liked it." Taiyang replied with a smile. "I'm glad you will be staying with us, Peter. After I heard what happened to your family, it would cruel to just leave you alone during the winter.

"Yeah, thanks for that." Peter said with a smile. "It really is nice to actually eat with a family again, even though I'm just a guest."

"Peter, you are more than a guest, your part of the family now." Ruby said to him. "Remember, I consider you the brother I never had, so I think it's right to say you're another part of the family."

"Thanks, Ruby." Peter replied with a smile, making Ruby smile in response.

"I'll be taking that." Yang said as she grabs everyone's plate. "Time for me to start washing some dishes."

"Just make sure not to break some of them, okay." Her dad warned her.

"It was just one time, dad." Yang replied while walking over to the sink. What she doesn't see was some water on the floor as she heads towards the sink, causing her to trip by accident.

"Yang!" Peter shouted as he uses his speed and immediately catches her with one hand and uses his reflexes to catch all the falling plates with the other.

Taiyang was a bit shocked to see him react that quickly, as he barely saw him move at all. "Wow! That was amazing!" He said amazed.

"See, I told you he's awesome." Ruby told him with a smile.

Peter looks at the plates he easily caught and then looks at Yang. "You really need to stop falling for me." He made a joke with a smile, causing Yang to blush at his response. He helps her get back onto her two feet. "How about I do the dishes, if that's alright with you?" He asked her.

"Y-You sure?" Yang asked him since he's only a guest.

"Hey, I need to do something to repay you guys for letting me stay here. It's the least I could do." Peter said as he puts down the plates in the sink and starts washing them.

Yang sighed as her dad walks up to her, putting his hand on her shoulder. "He really is a good kid. Take good care of him." He told her before leaving. Yang stares at Peter at Peter for a bit while he washes the dishes, humming the Spider-Man theme song as he does so. She smiles to herself as she and Ruby walk out of the kitchen.

* * *

That night, after he has finished washing the dishes, Peter is currently resting in his bed, trying to go to sleep but couldn't, as he is thinking about his Aunt May.

 _"_ _Aunt May…"_ He thinks to himself as he stares at the ceiling. _"I've been here for months, still haven't found a way back to Earth. Then again, I also did travel back in time when I first came here, so right now, you are still okay on Earth. Madame Web said it was only a matter of time until I do come back, but the wait is killing me. I don't even know if you are still alive or not back in the present day on Earth, when I first got transported here. Knowing Goblin, he might have tricked me and killed you anyways, or he was lying and that he didn't had you at all, using some sort of LMD to trick me and come and fight you."_ Peter puts both of his hands on his face. _"I don't know what to believe anymore, just that I have to have faith that you are okay somewhere back on Earth, and if you are, I promise that I will come back. I mean, hey, I did it before, I could do it again."_ He said, referencing the time he went to Mobius the last time he traveled through dimensions.

While he was thinking to himself, Peter hears a knock on the door. "Come in!" Peter shouted from his bed, not feeling like moving at all to open it up. The door opens up to reveal Yang in her pajamas but with a ponytail hairstyle. "Oh, hey Yang." Peter greeted her. "I like the ponytail. You actually look…really, really good with it." He complemented her, making her blush.

"Thanks." She replied while trying to hide the blush.

"So, what are you here for?" Peter asked her while he sits on the edge of the bed.

"Just wanted to check up on you, to see if you're doing fine." She said as she sits next to Peter.

"Yeah, well, it was thanks to you that I'm doing fine. Thanks." Peter said to her.

"You're welcome." She replied with a smile. She then looks up to ceiling as she thinks of what to say to Peter. "You know, for the past few months, I sort of knew the two of us had a lot in common." She started a conversation.

"Besides the bad puns we make on a daily basis?" Peter said, causing her to chuckle for a bit.

"Yeah, besides that." She said before continuing the conversation. "But you see, I kind of had a feeling that you were always a bit troubled on the inside behind all those jokes, and now I know why." She turned her head to Peter. "You've been thinking about your Aunt May for all these months, trying your best to find her, just like me."

"You mean with your mom? You're first mom?" Peter asked her.

Yang nodded in response. "Ever since I found out about my first mom, I've been searching for her almost nonstop, which almost got me and Ruby killed at one point. Even to this day, I still try to find her, just not as obsessed as I was before. But I'm starting to lose hope that I could ever find her." She said with a frown.

Peter comforts her by putting his hand on her shoulder. "You will find her. You just got to have a little faith. Heck, I remember I went through a similar situation as you are right now." Peter told her.

"You have?" Yang asked him while looking at him in the eye.

"Yeah. You see, before they died, my parents were actually government spies sent on a mission before they died." Peter told her, trying not to say anything that might spill he's from another world.

"Really?! That's so cool!" Yang said.

Peter continued his story. "At one point, I remember finding some old newspaper clipping at my house that said that my parents were traitors to the country. So, I decided to go and look into it myself, and eventually found evidence that proved they were secret government operatives and helped clear their names."

"Wow…I had no idea." Yang said.

"So, if I were able to find out the truth of my parents, I'm sure you can find out where your mom is at and why she decided to leave you. All you have to have is a little faith." Peter said to her.

Yang smiled as a single tear dropped from her eye. "I always knew there was a reason why I liked you so much. You never quit, even when it all seems hopeless at the end." She puts one hand on Peter's hand. "Thank you."

"Hey, it was no problem." Peter replied with a smile. The two looked at each other for a while, gazing at each other's eyes. Then, slowly, the two move their heads closely to each other, closing their eyes as the two get ready to kiss one another. But thanks to the Parker Luck, that didn't happen, as Ruby opens the door.

"Hey guys. What's going on?" The tired and sleepy Ruby asked the two embarrassed lovebirds.

"Ruby?! What are you doing here?!" Both Peter and Yang asked her at once.

Ruby rubs her eyes as she is still really tired. "Just wanted to check up on Peter. What were you two doing just now?" She asked them.

"N-Nothing! Nothing at all!" The both replied at the same time.

"You two were about to kiss, weren't you?" Ruby asked them.

"No! We weren't!" They replied.

"Mmm-Hm. Not buying it." Ruby said as she puts her hand on her hip. "Anyways, I'm going back to bed. See ya tomorrow." She said as she left the room.

Peter and Yang let out a sigh of relief, still embarrassed from Ruby's sudden appearance. "That was a close one." Yang said exhausted.

"You can thank the good, old Parker Luck. I swear, it just like to kick in without my notice." Peter told her.

"Well, maybe next time then." Yang said as she gets up from the bed. "Whelp, I'll see you tomorrow." She said as she heads towards the door.

"Yeah. Good night." Peter said as he lies down on his bed. Yang nodded as she closes the door behind her, allowing Peter to sleep peacefully with a smile on his face.

* * *

 ***BGM-Dragon Ball Z Kai- Next Episode Preview (Wings of the Heart Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Any reason why we have a giant Rhino Suit rampaging through Vale?**

 **Yang: Aren't you supposed to be the expert when it comes to Supervillains?**

 **Spider-Man: I wouldn't say I'm an expert when it comes to villains like these.**

 **Yang: Still, that thing is trashing the city if we don't do anything about it.**

 **Spider-Man: So, let's go teach that Rhino a few tricks, why don't we?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _The R.H.I.N.O._**

 **Spider-Man: I still have no idea what you call that thing on its head.**

* * *

 **KFX here: Here's some of that Peter/Yang development some of you have been asking for. Here's hoping you liked it. Next chapter, both Spider-Man and Yang will take on the Rhino, which is based on its appearance from the Ultimate Spider-Man comics.**


	37. Vol 2 Issue 3: The RHINO

_Vol 2 Issue 3: The R.H.I.N.O._

 **Patch (Ruby and Yang's home) (One Week Later)**

It has been a week since Peter has been staying at Ruby and Yang's house for the winter, and he slowly became attached to the family as if they were his own. He's been helping out in the house, fixing any problem that might pop up like washing the dishes, fixing the house when it might get damaged, and even feeding the dog Zwei every day. Right now, Peter, while wearing a jacket, is outside of the house in the snowy forest getting firewood while Ruby and Zwei are watching him from the porch.

"Okay, this might be good enough." Peter tells himself as he observes the big tree in front of him. He sweeps kick the tree, causing it to timber above him before he catches it with his hands and brings it back to the house. "Hey, Ruby! Got some more firewood!" He shouted as he comes near her.

"Sweet! So, how are we gonna chop that big tree down?" Ruby asked him while Zwei just sticks out his tongue.

"Heh heh, watch this!" Peter shouted as he tosses the tree up high into the air, with him jumping up to chase it down. Using his spider skills, he punches and kicks the tree into dozens of small firewood. He lands back onto the snowy ground while the firewood lands neatly right behind him.

Ruby claps after seeing such an impressive skill while Zwei barks at him. "That was amazing!"

"You know I do my best to impress you!" Peter said with a smile as he grabs the firewood and takes it to the porch. "This should last us until the break is over. So, where's Yang?" Peter asked while he looks around the area.

"Over here!" Peter turns around to see Yang outside. She's still rocking a ponytail while wearing a gray jacket over an orange tank top and gray-brown cargo pants. "So…" She started, slamming her fists together as she smirks. "Ready for another training session?"

"You mean how I'm gonna beat you again." Peter said with a smirk as he walks down from the porch. "Seriously, it's like 4-1 now, and that's only because I let you win that one time."

"Really now?" She asked while putting her hands on her hips.

"Yes, really. Now, let's get this over with." Peter said as he gets into fighting position. "This time I'll beat you in ten, no, FIVE seconds."

"Five seconds? Someone's being overconfidence." Yang said as she gets into fighting position as well. "Guess this time I'll go all out then, so you better watch out." She warned him.

"I'll try not to break anything delicate." Peter said. Ruby and Zwei are watching excitedly from the porch as they watch the two about to square off. "Whenever you're ready, Goldilocks!" Peter said.

Yang smirked at his response as her eyes turn red and starts charging at Peter from the front with a punch, but Peter just easily takes a step to his right, causing Yang to miss and almost trip. "One!" Peter started counting down to five seconds. Yang growls as she charges at Peter again with another punch, only for the brown haired kid to dodge it to his right. "Two!" He continued counting as Yang comes in with another punch, only for him to move to the left to dodge the punch again. "Three!" He continued, making Yang annoyed as she responds with a punch to the ground to get him off balance, but Peter simply jumps over her as he lands right behind her. "Four!" He continued. Wanting to end this now, Yang comes in at full speed at Peter with a hard, right punch, only for Peter to simply catch it with his hand. While she's distracted after someone easily catches her punch, Peter quickly moves behind her and elbows her to the ground, ending the fight. "And Five! I win!"

"Ow, that hurt." Yang said in pain. "And why does it feel like I've been hit all over my body?" She asked, wondering why she feels way more hurt than usual.

Peter helps her up from the ground. "That's because I was constantly attacking you when you weren't looking." He told her since he was using his Spider-Fu to attack her all over her when she couldn't notice.

"Really?! When did that happen?!" She asked confused.

"Yang, you're talking to someone who can move faster than the eye can see. Are you really that surprised?" He asked her.

"I guess I shouldn't be." Yang said while rubbing the back of her head.

"Mmm-hmm. But I did notice something about your fighting style." Peter said, getting her attention.

"What do you mean? What's wrong with my fighting style?" She asked confused.

"It's very predictable, and it's coming more apparent each time we fight." Peter said as the two walk up to the porch, grabbing some water bottles. "Do you realize how much you use your Semblance in every battle?" He asked her.

"What's wrong with you using my Semblance? It's not any different than someone else uses theirs?" She asked her a bit annoyed.

"I don't remember anyone else's Semblance being the equivalent to a temper tantrum. Well, except for that one guy." Peter said, remembering the Hulk and how he gets stronger the angrier he gets. "But seriously, you take damage and you dish it out twice as hard, but that doesn't make you invincible. What happens when you miss, or if your opponent is stronger than you? What then?" He asked as he leans onto the wall. "I mean, remember the time we fought MACH-X? That guy was able to copy your Semblance. Not only that, he didn't even take a dent when you DID use your Semblance against him. You've got to be careful when fighting foes you know nothing about. Always think before you act. Use your Semblance as like a last resort. Don't depend too much on it." He finished, remembering his training with Shang Chi, Ryu, and Iron Fist.

"Wow. When did you become a master when it comes to fighting?" Yang asked him with a smirk.

"After I survived an entire month of training with some of the best fighters that I know of. I remember one time when one of my teachers told me I put too much into my combo attacks and leave myself open for a few moments after them. I know I shouldn't but I do." Peter told her and Ruby, remembering his training with Captain America.

"Did any of your teachers teach you anything cool?" Ruby asked him.

"Heck yeah! Want to see?" Peter asked them, with them responding with a happy and excited nod, while Zwei just looks at him happy with his tongue sticking out. "Alright! Let me show you!" He said as he hops out of the porch and into the snowy environment.

 **BGM- Dragon Ball Super OST- Training with Whis**

Peter stands straight as he starts concentrating by breathing in and out. Ruby and Yang watch from the porch in anticipation at what Peter is gonna do. The wind blows around Peter as he closes his eyes and starts remembering his training.

"Here we go." Peter opens his eyes as he gets ready to perform the technique. The boy cups his hands together to his side as he begins concentrating. Suddenly, a blue orb of energy starts to form in his cupped hands, and gets larger and larger until it barely fits in his hands. The sisters' eyes start to widen as they see the energy that is forming in Peter's hand. Then, after focusing all his energy into his palms, Peter thrust them outwards towards the trees in front of him. "HADOKEN!" Peter shouts as a surging energy wave is expelled from his hands and destroys goes through the forest, destroying dozens of trees in its path before the energy disappears. "Alright!" Peter fist pumped for a job well done.

Ruby and Yang's jaws were dropped in awe as they couldn't believe what they just saw. "That…was…AMAZING!" Ruby shouted from the porch. "What did you do?!" She asked Peter.

"It's kind of hard to explain." Peter answered her, since this is still pretty new to him.

"What was that move called?! I never seen anything like it!" Yang shouted in excitement.

"It's called the Hadoken, one of the new techniques I learned from one of my masters named Ryu." Peter told her, remembering his training with Ryu, saying that this move would be really helpful when needed. "The move also comes in different variations as well, but I could only do two of them though: The regular Hadoken, and the Shinku Hadoken, although I haven't really been able to master that last one though." He said.

"But still, that was so incredible! How come you don't use it a whole lot?" Yang asked him.

"It's not really my style." Peter said honestly, since shooting out energy orbs from his hands is a bit weird to him. "Besides, it makes for a good last resort move, just like what I told you with your Semblance. Only use it when it counts and when you have no other options left. Think strategically and you would find out so many possibilities to take down your opponent." Peter told her as he starts walking up to the porch.

"Guess I should start taking your advice." Yang said with a smile.

"Yeah, well anyways, I'm gonna go inside and clean the dishes. Bye." Peter said as he enters the house.

"Bye!" The two girls said to him as he left. Yang stares at the door Peter walked into for a bit before turning to Ruby. "So Ruby, what do you want to do now?" She asked her little sister.

"You like him, don't you?" Ruby asked her, ignoring her first question.

"Uh, well, yeah. He IS my friend after all." Yang replied.

"But do you LIKE him, like him?" Ruby asked her, this time making her big sister nervous and embarrassed.

"I, um, well…" She tried saying something, but is too nervous to think of something to say.

"C'mon, just say it. You love him, don't you?" Ruby asked her.

Yang sighed as there was no way to go around it. "Yeah, I do." She calmly admitted to her.

"Have you told him yet?" Ruby asked her.

"I would've if you didn't interrupt us a few days ago." Yang told her, still a bit angry and embarrassed that Ruby walked in when they were about to kiss.

"Hehe, sorry." Ruby said with a giggle.

Yang sighed again as she looks to the sun. "I'm just…a bit shy on how to tell him. This never happened before, and I don't even know if he truly feels the same way."

"I'm sure Peter feels the same thing you're feeling. He's probably just too shy and ignorant to tell you." Ruby said to her.

"True…" Yang agreed with her with a smile. "That guy, even after all the other girlfriends he's had, is still a bit too ignorant. I should really tell him that I do care about him somehow, like REALLY care about him, just the two of us…" She then looks at Ruby. "Without you interrupting this time."

"I promise." Ruby said. "But I can't say the same for Zwei here." She points to the dog, who just happily barks at them.

* * *

Taiyang walks into the kitchen to see Peter currently washing the dishes. "Hey, Pete. How'd you doing?" He asked the boy at the sink area.

"I'm doing just fine, Mr. Xiao Long. Currently washing these dishes and without any trouble what so ever." Peter replied.

"That's great." Taiyang said. He then leans on the table next to the sink with Peter. "So…have you told Yang that you love her yet?" He asked so causally that it made Peter almost break a few plates.

"I, uh…" Peter tried to think of something to say but doesn't know what.

"Come on, you like my daughter, don't you? I mean, I never seen her this happy with anyone else. You two are so perfect for each other, you know that?" Taiyang asked him.

"We do, and yes, I do love her. I'm just not really that great to admitting it." Peter said, since he knows he can be a bit shy when it comes to admitting his feelings for a girl.

"Eh, give it time." Taiyang said as he puts his hand on Peter's shoulder. "I'm sure Yang is feeling the same thing you are feeling right now."

"I'll take your word for it. Your daughter can be a bit hard to work with sometimes." Peter said.

"She gets it from her mother." Taiyang told him. Suddenly, Peter's Webware starts ringing. "Uh, why is your wrist device beeping?" He asked the boy.

"That probably means that I'm getting an urgent news report." Peter said as he washes his hands with soap and water before drying it with a towel. "Jarvis, tell me what's going on?"

 _"_ _Right away, sir."_ The A.I. responded as it checks the news report. _"It would appear that there is some sort of rhinoceros, but bigger, is rampaging through the streets of Vale at this very moment."_ Jarvis informed him.

"That isn't good." Taiyang said.

"Clearly." Peter said as he starts heading out of the kitchen.

"Peter! Where are you going?!" Taiyang asked him.

"The Vale News Network is gonna need some pictures, so I need to go there and do my thing! I'll be right back!" Peter said as he runs out.

"Be careful…" Taiyang said to Peter even though he's long gone.

Peter runs out of the front door as Yang and Ruby wonder where he's headed. "Someone's in a hurry." Yang said to herself.

"Peter! Where are you going?!" Ruby shouted from the porch.

"A big Rhino just appeared in the city! I need to go take some pictures!" Peter answered her.

Ruby looks at Yang, knowing what she has to do. "Can I come?" Yang asked him.

"Huh?!" Peter said in confusion.

"Getting to Vale on feet would take you a while. How about I give you a ride and drop you off?" She suggested.

"Sounds like a great idea. Thanks Yang." Peter said. Yang nodded as the two of them head to the shed to get her motorcycle. After putting on their helmets, the two ride off back to Vale.

"Good luck, guys!" Ruby waved at them as they leave while Zwei barks at their departure.

* * *

 **City of Vale**

After 20 minutes, the two arrive at the streets of Vale, where they see the people running for their lives. "Whelp, we're here!" Yang said as she stops behind a red street light. "How close do you want us to get to? Peter?" She turns around to see that Peter is gone, as evident with his helmet left on the motorcycle. "You know, I have to ask him how he does that disappearing trick all the time." She said to herself as she turns her head to the front. "Better go find him then. He's probably where that Rhino guy is at by now." She said as she revs up her ride and starts moving forward.

* * *

On a nearby roof, Peter has already changed into his Spider-Man costume and is performing some parkour on the rooftops. "I really need to stop ditching girls whenever I go out as Spider-Man. But that will never happen since my luck is that bad." He said to himself as he stops on one of the rooftops. "Anyways, I have a Rhino to catch, and if it's anything like the one I know, he shouldn't be THAT hard to find or to beat. This should be a piece of…" He stopped himself as he approaches the edge of the rooftop and see all the small smoke from the buildings, destroyed cars, and broken down trees. "…cake. This hurts already."

 **BGM- Ultimate Spider-Man OST- Track 9**

Peter starts swinging through the city, hoping to find anyone that looks like to be in trouble. He then sees a man hurt while being surrounded by some electrical wires. "Ow, my leg! Help! Help!" The man shouts for help.

"Hold on!" Spidey swings next to the man and carefully picks him up. He swings over for a bit until he sees a paramedics car close by. "Bingo!" He said as he lands next to the car, where a few doctors are there to treat the injured. "He needs medical attention! Take care of him!" Spidey said as he laid the guy onto a stretcher.

"No problem!" The doctor told him. Spidey nodded as he swings away to find more people that are hurt, and find the Rhinoceros guy as well.

Peter swings through a big hole through a building to find a couple of White Fang goons stealing a box full of Dust from a store that got destroyed. "Of course the White Fang are behind this! It would seem that they are too stupid to not know the meaning of a vacation! No doubt this Rhino guy might be the work of this Professor. I wished I knew the identity of the guy." He said as he swings to the Dust shop to find a man's legs stuck underneath a large table. "Hold on! Spidey's coming to save you!" He uses that amazing strength of his to lift the table up, allowing the man to get up. "Are you okay?" Peter asked the man.

"Yes, of course! Now stop those lunatics before they get away with my Dust!" The man ordered Peter.

"You got it!" Spidey swings away from the shop and through the city to find the looters who stole the Dust.

"Hurry up before the cops and the Hunters gets here!" One of the White Fang goons told the other two.

"What? I don't count?" Spidey asked as he lands right in front of the three goons.

"Spider-Man!" One of the other goons shouted.

"Aw, you do know me! I feel so warm and fuzzy now! And that's great since it's all cold and freezy out here!" Spidey joked as he quickly dispatches the three goons with a combination of kicks and punches. He webs them to the ground so that the cops could arrest them when they arrive. He then continues his search for the Rhino guy, swinging through the holes that it made in the buildings. "Whatever this thing is, it's smashing holes through entire buildings. I REALLY don't like where this is going." He said to himself as he continues swinging through the city.

He comes across a Faunus woman stuck underneath a broken down car in the middle of a crater. "There's a woman stuck underneath that car!" Peter said as he quickly makes his way to the small crater of where the woman is stuck at. He hops in front of the car and starts lifting it, giving her enough time to get out to safety. Spidey grabs onto the woman to take her out of the hole. "Here we go!" He jumps out from the crater and back onto the normal streets of Vale, where he takes her to a nearby paramedic's car. "You're safe! Don't worry!" Spidey assured her.

"Thank you, Spider-Man!" The Faunus woman told him as he swings off to continue his search for the Rhino.

After a bit of swinging through the city, Peter finds who he is looking for. "Aha, there he is!" Two police officers are in front of the Rhino telling him to freeze and put his hands up into the air, just as an incoming car drives by only for the Rhino to use its horn to topple it over and explode. Spidey lands right behind the Rhino in order to get his attention. "Hey, you!" Spidey said, getting the Rhino's attention. "Is that a Rhinoceros horn or are you just happy to see…" He slowly stops talking, as the robotic Rhino stands up and turns around, completely overshadowing Peter in size. "I am so scared I can't even finish my lame joke." He said, completely scared how this isn't like the Rhino he fought back on Earth. The robotic Rhino uses this distraction and just smacks the scared Spidey straight flat at a nearby wall as it starts running away.

At this same time, Yang arrives in her motorcycle to check up on Spidey. "Hey, Spidey! You alright?" She asked so causally as Spidey falls to the ground and slowly gets up.

"Don't worry, I'm fine." He said so weakly while holding onto his chest in pain. "Nothing's broken, except my spine, and a few ribs, maybe something else." He said as walks up to Yang. "So, any reason why you are here, Yang?" He asked her.

"I was here to drop off my friend, Peter, so he could get some pictures of that Rhino guy." She said as she points at the rampaging Rhino as is goes through buildings, creating giant holes as it does. "Can I join this fight?" She turned and asked Spidey.

"Sure, why not. I'm sure you do great with animals." Spidey said.

"Well, I do own a dog." Yang said.

"That's even better!" Spidey said as he attaches a web line to a nearby building. "Come on! We have a Rhino to tangle!" He said as he starts swinging.

"Right behind ya!" Yang said as she catches up to him with her motorcycle. The two team up to chase down the Rhino as it destroys buildings and leaves its giant footprints on the ground. In order to lose the two, the robot Rhino smacks a car to a building, where a man is hanging for his dear life of his as he tries not to fall. "Oh no! He's about to fall!" Yang points out from her bike.

"I can see that! I guess there's no such thing as a slow day when you're a big time superhero." Spidey told himself as he swings to the wall and grabs the hanging man, and zips to a nearby paramedic's car and gives the injured man to the doctors. Spidey then swings back onto the trail and catches up with Yang. "So, how's your day doing?" He asked her while swinging.

"Oh, you know: Was on a vacation, then I had to drop off my boyfriend to take pictures of this Rhino robot guy that is trashing the city." Yang said so causally, not knowing what she just said catches Spidey's attention.

"Uhh, you have a boyfriend?" He asked her, causing her to blush in embarrassment for letting that slip out.

"Heh heh, sorry." Yang said, trying to hide the blush from inside her helmet, not knowing that Spidey was also blushing from inside his mask since she was referring to him. She then decided to change topics a bit. "So, how do we beat this thing, exactly?" She asked Spidey as the two continue to chase down the Rhino.

"I know that brute force isn't gonna cut it! That thing's armor is too thick for even my acid webbing! We need something hard to hit it with! A weak spot!" Spidey said. The two then stop to see the Rhino in a little construction site. "Huh, I wonder what he's doing here?" Spidey asked as Yang gets out of her motorcycle.

Yang looks around the construction site while trying to think of a plan. "Hmmm. Wet cement, big, crazy guy, wrecking ball…" She then snaps her fingers as she actually has an idea. "I have a plan!" She said.

"Does it involve punching it until we both get tired?" Spidey asked her, knowing that's almost her solution for everything.

"Nope! I have an actual plan!" Yang told him.

"You do? That's great! Just tell me what to do!" Spidey said.

"Try to find a way to lure the big guy to the cement, so he could get stuck. Then, I would activate the machine with wrecking ball to hit him in its back. The impact should be enough to damage its armor." Yang told him the plan.

"Well, color me impressed. I knew you could use that brain of yours that doesn't involve beating things to a dead horse." Spidey said.

"Well, a friend once told me to think before I act. Guess this is a perfect time then any." Yang told him with a smile.

"Alright, so let's do this!" Spidey shouted as he swings off to go and lure the Rhino into a trap while Yang heads over to the controls of the machine. The Rhino runs up to a fire tank and starts lifting it for unknown reasons. While it's distracted, Spidey jumps to his back and starts pounding on its back to get its attention. "Hey, knock knock! Who's there?! A big, dump Rhino who probably couldn't see what's below its waist!" He joked, getting the Rhino robot mad at him as he jumps off before it could land on its back to squash him. "Hey, buddy! I'm over here!" Spidey shouts as he heads towards the cement while the Rhino comes charging at him. While on the cement, Spidey sees the Rhino about to punch him to the ground, but Spidey jumps over it just as it's fist is stuck onto the cement. "It worked! Yang, are you ready?!" He asked her from the machine.

Yang finishes getting everything ready. "Ready!" She shouts. Spidey hops onto the wrecking ball while the Rhino tries to free it's hand.

"Here goes nothing!" Spidey told himself. Yang activates the machine and the wrecking ball starts moving. "Spidey came in like a wrecking ball!" Spidey sang as the wrecking ball hits the Rhino in its back, causing him to crash into two fire tanks, causing them to explode and damage it's armor. Spidey lands right back onto the ground, "That got to hurt!" He said.

The Rhino, with the back of its armor damaged, starts running away again. Yang hops down to the ground to meet with Spidey. "Man! Did he get wrecked or what?" Yang said as he gives Spidey a high five.

"Nice plan. You should do that more often." Spidey tells her.

"I'll try." She said as she makes her way back to her motorcycle. "C'mon! He's still not done!" She said as she starts driving off to chase the Rhino, with Spidey web swinging to catch up to her.

"I can see it's hole!" Spidey commented as they see that the Rhino has stopped at a nearby car shop. "With that hole in its back, we can finally shut this thing down for good!" He informed Yang, who is driving right next to him swinging.

"Finally, I can punch something!" She said happily as she parks next to the car shop where the Rhino is at.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Juggernaut - Don't You Know Who I Am!?**

The two teens meet up with the Rhino, who is currently throwing cars at the two for disrupting him. "Watch out!" Spidey shouted as they dodge the incoming cars at their direction.

"Should we start punching him now?!" Yang asked the hero as she punches the incoming cars thrown at her.

"Not yet! Not until the sparks on its back disappear! Then we could bring down the hurt!" Spidey informed her. The Rhino cups its hands together and slams at the ground, breaking it apart as it starts to create cracks. Fortunately, the sparks on its back disappear. "Now's my chance!" Spidey told himself as he jumps to the Rhino's back and starts pounding on it, causing some damage to the bot. Having enough of the pounding, the Rhino tries to squash Spidey again by falling on its back, with Spidey again jumping away in time. The sparks then return on the robot's back, making it harder for them to continue the assault.

"This is definitely gonna take a while." Spider-Man said.

"Heh, with me around, this will be over in a snap." Yang said with a smirk as she starts cracking her knuckles in excitement. The Rhino continues his assault at the teens, trying to punch them with its enormous strength, but the two were fast enough to dodge it in time. It then decided to start charging at Spidey, with the webhead easily jumping over it as it gets its horn stuck to the wall while the sparks on its back also disappear. "Now it's my turn!" Yang declared as she uses this opportunity to run up and start repeatedly punching the hole in its back. "Hope you like my punches! I hear they are good for the back!" She joked as she continues to punch the Rhino in its back. The robotic animal was able to get its horn out of the wall just as Yang jumps off its back as the sparks come back on.

"Alright! Let's try to finish this with the next one!" Spidey said, wanting to finish this fight as soon as possible.

"You got it!" Yang said as they dodge another charge from the Rhino. It stops in the middle of the car shop and slams both its fists to the ground, creating a shockwave all over the ground, knocking off both Yang and Spidey from their feet.

"Ughhh…" Spidey shakes his head only to find Rhino about to charge at the daze Yang with his horn. "Watch out!" He shoots a web at Yang and pulls her to his side before Rhino could impale her. "You alright?" He asked her concerned.

"Yeah, I'm alright." She told him. "We should end this, like now."

"Agreed!" Spidey said as they see that Rhino's back doesn't have the spark anymore. "Alright, this is it! Let's finish this!" He declared as he runs up to Rhino's back and starts repeatedly punching the hole. The Rhino tries to get up from the pain, but Spidey wasn't letting up, punching him down to the ground, not allowing him to get back up. "All right! Stay here and be a nice little target for my blond friend, okay Mr. Rhino guy?" He asked the robot as he jumps out of the way as he sees Yang in the air, with her eyes red, coming down with a battle cry and punches the hole in its back, significantly ruining the armor.

"Take that, you overgrown, robotic Rhino thing!" Yang said as she lands next to Spidey.

The robot starts getting up from the ground and looms over the two teens. **"AAAAAARRRGGGHH!"** The Rhino screamed as it shuts down and falls to its back beaten. Smoke starts coming out from the armor as the suit opens up to reveal a White Fang member that was in control the entire time.

"Hi there! Could you say, 'I'm going to jail?'" Spidey asked him as he and Yang starts approaching the nervous and beaten White Fang goon.

* * *

After the battle, the police arrest the White Fang goon, who was webbed up by Spidey, and take away the Rhino suit to give it to the military back at Atlas.

"Hmm, I wonder where Spidey went?" Yang asked herself as she looks around to find no Spider-Man. "He was just here a minute ago."

"Maybe he was camera shy." She turns around to see Peter walk up to her.

"Peter!" She shouted as she runs up and gives him a hug. "I was a bit worried."

"I was just taking pictures. Don't worry." He said as Yang let's go of him. "Sorry, that I sort of ditch you."

"Hey, as long as you got good pictures of me and Spider-Man kicking that Rhino guy's butt, all is forgiven." Yang said with a smile.

"Heh, don't worry. I got dozens of pictures of you two fighting well together. I also saw how you actually used your brain to think of a plan. That's showing some progress." Peter said to her.

"Heh, thanks. Couldn't have done it without your advice." She said as she and Peter start heading back to her ride. "C'mon. Let's go home. I'm beat."

"You said it." Peter said, as they both hop onto her motorcycle and rides back to Patch for the day.

* * *

 **The Next Day at Patch**

Yang is in her shed, tinkering with her motorcycle until she hears a voice. "Uh, yoo-hoo! Can I come in?" She turns around to Peter in the entrance holding something in his hand.

Yang smiled at his appearance. "Hey, Pete. What's up? And what do you have in your hand?" She asked him as he walks over to her.

"It's a present." Peter said to her.

"Why? It's not my birthday." Yang told him.

"I know, but, uh, back from where I was from, around this time of year, me and my family would give gifts to one another. It's sort of like tradition you could say." Peter said, referencing Christmas since that holiday doesn't seem to be a thing in this world.

"Oh, really. Should I take a look?" Yang asked him.

"Hey, it's your present." Peter said as he gives her the gift. "You might actually be familiar with what you are going to see." He said with a smile.

As Yang opens the present, her eyes widen. "Is this…" She said almost speechless as she lifts up two new gauntlets that she and Peter have been working on for the past few weeks back at Beacon.

"Yup. The gauntlets I promised you." Peter said to her. "Same color scheme, but now they are a lot more durable and a lot stronger too, so you can dish out even more damage. I've even incorporated an electric shock system to the gauntlets so you can give the bad guys the shock of their lives if they try to touch. I've even incorporated some repulsor tech into it, just in case you run out of ammo, so use it wisely. There should be an instruction book inside the box for more information."

"Wow. Thanks." Yang said, really happy that Peter did this for her. "What about Ruby? Did you get her something?"

"Yeah. All I did was give her an autograph of Spider-Man and actually created some web cartridges for her gun to help ensnare some bad guys." Peter told her. "Let me tell you, she was extremely happy when I gave her that present."

"I can imagine." Yang chuckled. "I can't believe you can actually make Spider-Man's webbing." Yang said him.

"You're talking to a genius, remember. It's not hard to recreate the guy's webbing from his web shooters." Peter told her while still refusing to not say anything about him being Spider-Man.

"Still…" Yang started to frown. "You did all of this for both me and Ruby, and we don't have anything to give you."

"It's okay. Just being with a family after so long is a good enough present for me." Peter said with a smile.

"I know, but it's still not good enough." She thinks to herself for a bit before getting an idea. "I got it! The perfect present for you!"

"Is it a pony? With landing gear?" Peter happily asked her while she gives him a strange look.

"That's random." She said.

"Hehe, sorry." Peter scratches his head in embarrassment. "So, if it's not a pony, what is it?" He asked so obliviously.

Yang smiled as she approaches him. "This." She hugs Peter and gives him a kiss on the lips. Peter was caught off guard but immediately accepts it as he closes his eyes. After a few seconds, the two let go of each other. "How did you like that?" She asked him with a smile.

"Pretty good, but I would still love that pony." Peter jokingly said.

"Maybe next time." Yang said.

"So…does this mean we are a thing now?" Peter asked her, not knowing what to do now.

"I guess…" Yang said, as she too doesn't know what to do now. "How about we head inside and get something to eat, okay?"

"Sure." Peter said as the two start walking out of the shed. "So, just to be clear, you love me, right?" He just casually asked her.

"Yup." Yang replied so casually. "You?"

"Same here." Peter replied so casually.

"Well then. Easiest confession ever I say." Yang said as she grabs onto Peter's arm.

"Oh yeah. Very casual. Nothing too dramatic. Although, it would be really cool if there was an explosion right behind us as we walk away." Peter said.

"Now THAT would be awesome." Yang said.

"Agreed. Up top!" Peter said, giving her a hive five as they walk inside the house.

* * *

 **Patch (Cliffside Forest)**

Back at Summer Rose's tombstone, someone with a cloak lands right in front of it, with it covering everything except for his glowing, fiery eyes and mouth.

 **BGM- Dragon Ball Super OST 46 - Frieza is Resurrected**

 ** _"_** ** _So, this is the grave of the girls' mother, huh?"_** Goblin said as he crouches down next to the stone. **_"Summer Rose…Mother of these girls. Died of unknown reasons. Hehehehe! Don't worry, Summer. I promise that the rest of your family will soon join you, I promise you that."_** He said, taking out his finger and leaves a small slash mark on her tombstone. **_"I have left my mark on you. Now, your children's fate rest in my hands now."_** He started laughing as he stands up. **_"Since your children have become too attached to Parker, I feel like it's almost time that I finally meet them, face to face, and properly end them and the rest of their friends."_** He said as he clenches his fiery fist. **_"This is gonna be fun, I just know it."_** He then raises both his hands into the air. **_"SOON, PARKER! YOU AND I WILL FINALLY HAVE OUR REUNION! JUST YOU WAIT! EVERYTHING HAS BEEN SET IN MOTION! AND THERE IS NOTHING THAT YOU OR YOUR FRIENDS COULD DO TO STOP ME!"_** He said while laughing manically before he teleports away in a blaze of glory.

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Spider-Man: Hi, I'm Spider-Man. School's almost back in session and I can't wait to see what the world has in store for me now.**

 **Goblin:** ** _Yes. I too can't wait what will happen now._**

 **Spider-Man: Goblin?! That's impossible! You should be dead! How are you here?!**

 **Goblin:** ** _Same way you did, just not in a million pieces as you'd hoped._**

 **Spider-Man: This is impossible! How long have you been here?!**

 **Goblin:** ** _Long enough for my plans to come together. It really has been nice to see you again, Peter._**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _The Fated Reunion_**

 **Spider-Man: This can't be real! How did this happen?!**

* * *

 **KFX here: First off, I've gotten over 100 reviews for this story. Thank you all, I'm glad that people are really loving this story, and I don't plan on stopping until it's done. Second off, Peter and Yang are now together. Yay, I guess, since next chapter Peter and Norman Osborn will finally meet face to face in Remnant, and man will Peter be angry and shocked when he does meet with him again after long believing he was dead. The next chapter will begin with the original Volume 2 storyline of the RWBY series, but with Goblin in the mix. Things are gonna heat up, because these next few chapters are gonna be a doozy.**


	38. Vol 2 Issue 4: The Fated Reunion

_Vol 2 Issue 4: The Fated Reunion_

 **City of Vale**

It's a sunny day at the city of Vale. An airship is seen through the skies over the city as the Dust shop owner of "From Dust Til Dawn" is hanging a sign declaring its re-opening. As he climbs down from the ladder, he stumbles and falls as he sees Emerald right next to him.

The girl giggles, "'Scuse me, sorry. I'm not really from around here." She said as she helps him on his feet. "Would you mind pointing me in a direction of this shop?" She asked him as she holds out a piece of paper with writing on it.

The Shopkeep looks it over. "Hmm? Mm-hmm." He said as Emerald walks away from him, waving goodbye.

As she continues walking, she passes Mercury at the corner." I knew you were lost." The boy told her.

"Mercury, I will seriously pay you to shut up." Emerald told him as she takes out a wallet with Lien and waves it in Mercury's face.

"That's not your money." Mercury said.

"But it can be yours for 5 minutes of silence." Emerald said to him.

"Mmmm…no deal." Mercury rejected the offer.

"Fine." Emerald said as she takes the Lien and tosses the wallet, turning to walk away.

"Whatever. You want me." Mercury said as he catches up to his partner. The two are walking through the city, observing all their surroundings which include a café not far from them. "So, how much farther?" He asked her.

"A few blocks." Emerald answered him.

"Ugh…this place is so dull." Mercury said, as there is nothing exciting going on right now.

"Eh, I kinda like it." Emerald admitted. "Tall buildings, diverse culture…"

"And nice dopey people who are easy to pickpocket." Mercury finished for her, causing Emerald to stop in her tracks.

"That's every city." Emerald said.

"Ooh, Emerald! Master thief! Please don't take my money! I barely have enough to get by!" Mercury mocked her by acting like a victim. Emerald glares at him, groaning angrily. She then walks away from him. "Ugh...you're no fun today." As the two continuing walking together, they hear a voice.

"HEY LOOK, IT'S SPIDER-MAN!" A man shouts from the streets. Everyone, including Emerald and Mercury, turn around to see Spidey swinging through the city. The people holler his name happily as they see their hero passing by all of them.

"Uh, if there is one person more annoying than you, Mercury, it's that Spider-Man guy." Emerald said giving a mean glare as the webhead swings to another block.

"Are you sure it's because of him that you haven't been able to steal a lot of stuff recently, Master thief?" Mercury asked her, causing Emerald to turn around and give him another mean look before turning around to the front as they continue walking. "Still though, I don't see how that guy is much of a threat." He said.

"Well, Cinder seems to think so. Each time his name is brought up, she gets a bit agitated, and often lashes out her anger at us." Emerald said before smiling. "But I doubt he could stop our real plan."

"Heh, true." Mercury said with a smile as well. "The Spider better watch out because things are gonna get a lot more interesting for him and this city." He said as both he and Emerald enter a book shop, not knowing that someone was watching them from a nearby rooftop, with the only thing you can see is his eyes and mouth from his cloak.

As Mercury and Emerald enter the shop, they hear the shop owner humming a tune. Mercury stops near the door to look at books while Emerald approaches the counter and rings a service bell.

"Be right there!" The shop owner said from the back while Emerald looks at Mercury. The shop owner is seen through a set of double doors carrying stacks of books as he walks backwards and out toward the counter. "Welcome to 'Tukson's Book Trade', home to every book under the sun!" He introduced as he sets the stacks down. "How may I…" He turns around and gasps, hesitating as he recognizes the two while Mercury is now holding a book. "How may I help you?"

Mercury is holding an open book while he looks at Tukson. "Just browsing." He said as he shuts the book.

"Actually, I was wondering, do you have any copies of 'The Thief and The Butcher'?" Emerald asked him, getting the owner's attention.

"Yes we do." The owner answered.

"That's great." She said excitedly.

"Would you…like a copy?" Tukson asked him.

"No, just wondering." She said as Mercury closes another book. "Oh, oh! What about 'Violet's Garden'? In paperback?" She asked him.

"He's got it. Hardback too." Mercury answered as he takes out another book.

"Ooh, options are nice." Emerald said as she thinks to herself.

"Eh, no pictures." Mercury said as he closes a book. "Hey! Do you have any comics?" He asked the owner.

"Near the front." Tukson answered him.

"Oh, no, wait!" Emerald said to get his attention. "What…about… 'Third Crusade'?" She asked him.

Tukson seems a bit hesitant to answer that question as he seems to be a bit unnerved. "Um…I…" He started talking while Mercury and Emerald are eyeing him carefully. "…don't believe we carry that one." He finally answered her.

"Oh." Mercury simply said as he slams another book shut.

"What was this place called again?" Emerald asked him.

"Tukson's Book Trade." He answered.

"And you're Tukson?" She asked him another question.

"That's right." Tukson answered her.

"So then I take it that you're the one that came up with the catchphrase?" Emerald asked him.

"Yes."

"And what, what was it again?" Mercury asked him.

"Tukson's Book Trade, home to every book under the sun." Tukson answered him.

" _Except_ the Third Crusade." Mercury said to him.

"It's just a catchphrase." Tukson told him.

"It's false advertising!" Mercury slightly raised his voice as he said that.

"You shouldn't make a promise you can't keep, Tukson." Emerald told him as Mercury activates a switch near the entrance causing a front window to darken. "I hear that you're planning on leaving. Moving all the way to Vacuo." She continued while Mercury activates another switch and the window in the front door darkens. "Your brothers in the White Fang won't be happy to hear that." She continued as Mercury turns off the final switch, darkening the last window as he smiles creepily at Tukson. "And neither are we…You know who we are, don't you?" She asked him.

"Yes." Tukson simply answered her.

"And you why we're here?"

"Yes."

Mercury walks up to Emerald as she is about to ask him one last question. "So…are you going to fight back?"

"Yes!" Tukson shouted as he produces claws from his fingers. "Yaargh!" He leaps atop of his counter in a threatening manner. Mercury and Emerald back up slightly and he leaps at Emerald and slashes at her, but she dodges. He looks forward and is surprised at Mercury as he raises one leg for a kick with his shotgun-greaves."

Mercury and Emerald exit the book shop as Emerald stretches her arms overhead while Mercury is carrying a comic.

"What's with that?" Emerald asked him.

"I like the pictures." Mercury answered her.

"But that's a Spider-Man comic." Emerald told him.

"Still, it's pretty entertaining." Mercury admitted to her as she just groans. While the two are walking along the sidewalk, they are completely oblivious to the fact that they are being watched from the rooftop near them.

 ** _"_** ** _Awww, I can't believe they killed my pawn."_** Goblin said in fake disappointment. **_"Well, it doesn't matter. The fact that they don't know that Tukson was secretly infected with the ISO-OZ formula, just proves how dimwitted they are. Cinder and her cronies have no idea that I have infected the majority of the White Fang in this world. Not even those that are infected don't know, since I can control their thoughts and memories, they will do my bidding when they have no idea that they are doing it."_** He said before laughing to himself before getting up. **_"I think it's time that me and Parker finally have a little 'chat.' I'll make sure to bring some of my own men to surprise him, Hehehehe."_** He said before laughing to himself and then teleports away to who knows where.

* * *

 **Beacon Academy**

At Beacon Academy, Team RWBYP, minus Peter of course, and Team JNPR are at the school's cafeteria. Blake is looking over some sketches and notes, which includes the White Fang Insignia, a picture of Adam Taurus and his rose, and even a few sketches of Spider-Man as well. Blake smiles as she looks over those sketches of Spidey before Yang slides up next to her teammate.

"Whatcha doing?" Yang asked her.

"Nothing." Blake answered her as she closes the book. "Just going over notes from last semester." She said while Yang catches a grape in her mouth.

"Lame." Yang said. Nora giggles as she continues to toss grapes at Yang with her spoon. Yang catches the fruit with ease, giving Nora the thumbs up.

Ruby walks up and slams a huge binder onto the table, catching everyone off guard, with the binder having a title named 'Best Day Ever Activities.' Ruby clears her throat to get everyone's attention. "Sisters…friends…Weiss." She said, causing Weiss to say "Hey!" in response. "Four score and seven minutes ago, I had a dream."

"This ought to be good." Yang said as she catches another berry in her mouth.

"A dream that one day, the five of us will come together, as a team, and have the most fun anyone has ever had…ever!" Ruby said.

"Did you steal my binder?" Weiss asked her.

"I am not a crook." Ruby replied with peace signs from her hands.

"What are you talking about?" Blake asked her leader.

"I'm talking about kicking off the semester with a bang!" Ruby answered as she points her finger at Blake.

"I always kick my semester off with a _Yang_!" She punned, but no one was laughing. "Eh? Guys? Am I right?" She then frowned. "Peter would've laughed."

"You mean your boyfriend?" Ruby teased her, causing Yang to growl at her since she hates being embarrassed. An apple is then tossed at Yang and hits her in the face. She glares at Nora in anger. "Look guys, it's been a good two weeks and between more exchange students arriving and the tournament at the end of the year, our second semester is going to be great! But, classes start back up tomorrow! Which is why I've taken the time to schedule a series of wonderful events for us today." She finished.

"I don't know whether to be proud or scared of what you have in store." Weiss said honestly.

Yang, still glaring at Nora, picks up an apple and tosses it across the room. Unfortunately, it hits a random person while Nora is still giggling.

"I don't know. I think I might sit this one out." Blake said. "Besides, Peter's not even here yet, so how can we do it with just the four of us." She asked them.

"We find that little rascal." Weiss answered her as she gets up from her sit. "Peter keeps reappearing and disappearing ever since the first semester, and it's starting to get annoying. Sit out or not, I think that however we spend this last day, we should do it as a team!"

"I got it!" Nora shouted positively.

"I for one think that…" Weiss is interrupted as a pie lands on her face, thanks to Nora. The hyperactive girl sits down and points at Ren, who has his head in his palm. Pyrrha's hand is over her mouth and Jaune simply sits staring wide-eyed while covering his ear with his palm.

* * *

 **City of Vale**

Spider-Man is swinging through the city, getting the wind pass through his face as he jumps from a flagpole and continues swinging again. "Man, this is the life." He said to himself as he swings from building to building. "Swinging through the peaceful city after winter break always helps me cool my mind." He made a joke as he stops onto a nearby rooftop. "And yet, I feel uneasy. Like, I don't know, something bad is about to happen, but my spider-sense isn't tingling, so why do I feel like the sky is about to fall at any moment?" He asked himself. Suddenly, he sees three White Fang goons running below in sidewalk, but they aren't robbing any Dust shops or anything, just running. "Huh, I wonder what those three are up to?" He asked himself as he gets ready to jump off from the rooftop. "Might as well ask them myself!" He said as he jumps from the roof and lands right in front of the goons, causing them to stop on their feet. "Hey, WF goons! Where are you guys going?" He asked them.

The White Fang goons, instead of being terrified of being confronted by Spider-Man, are grinning happily. "Ah, the Spider. Our Master will be pleased that we have found you." One of the White Fang goons said to him.

"Master? Who, Torchwick?" Spider-Man asked before chuckling. "I don't see master in Torchwick's resume. Are you sure you guys are feeling okay?" He asked before one of them brings out their gun. "Guess not!" He said, dodging the bullet fire from the WF goon. Spidey yanks the gun from the goon's hand with his webbing and uses it to smack all three of them in the face, knocking them down. "Wow! That was pathetic! I thought you guys would put up more of a fight!" He said.

"Hehehe…" One of the WF goons start laughing as all three of them get up in a creepy fashion. "Hehehehe…" They continued to laugh.

"This is getting creepy. Are you guys seriously alright?" Spidey asked them with concern. As he approaches them, his spider-sense tingles but didn't get time to dodge the incredibly fast punch to his chest as he is knocked to a nearby building, leaving a small crater in it. Spidey rubs his head as is he surprised that normal goons like these punched him so hard. "Man, what happened to you guys? You normal White Fang punks were never this strong." He said to them.

"Heheheh…." The three goons continued laughing. Suddenly, as they continue laughing, their entire appearance starts to change. Slowly, their normal costumes start to take a green/black color scheme while their mask turn green and more goblin like.

"Ooohh boy…" Spidey said a bit frightened as he takes a step back slightly, trying to process what he is seeing. "Guys, I'm sure Halloween was months ago, so I don't know why you are dressing like that for the winter."

"Hehehe, Spider-Man…" One of the goons started talking. "Our master wants us to test your capabilities, and ours as well." He said in a slightly creepy, and more monstrous fashion.

"But school doesn't start for another day, and I haven't even got time to study for it yet!" Spidey joked as the goons bring out their swords and starts slashing at him. Spidey was able to dodge each sword slash, but it was getting harder and harder because of their enhanced speed and power. "Okay, party's over!" He declared, shooting out his taser webbing at the three of them, knocking them out for good. Spidey pants as he walks to one of the unconscious goons. "Seriously, guys. I have no idea why you are dressing up like a freak around this time of month." He said as he crouches down and starts taking off his mask. "And why in the world are you wearing an ugly mask like that when you should be wearing…" He stopped himself, as his eyes widen to see that the White Fang goon behind the mask actually has green skin, black eyes, and a scaly face. "Oh my God! What in the world happened to these guys?" He asked himself, never seeing a condition like this.

"Ughhh…" The goon groaned as his face starts to turn normal, along with his clothes, and even the mask Spidey was holding. The goon blinks for a second before he notices Spider-Man in front of him. "Spider-Man?! What are you doing in our hideout?!" He shouted before groaning weakly.

"Hideout? Dude, we're out in the open while you and your friends were trying to kill me." Spidey said as he points to the other two unconscious goons, who are also back to normal.

"We were? I don't remember that. Did Torchwick give us an order that I slept on?" He asked before groaning weakly again. Spidey hears some police sirens as he leaves the unconscious goon to the ground before hopping away.

* * *

 **A few minutes later…**

Spidey is watching from a nearby rooftop as he watches the police arrest the White Fang goons.

"Something is wrong." Spidey told himself. "Those guys don't remember anything about attacking me or being out here at all. But why…?" He asked himself as he puts his hand under his chin. "It's almost like they had two different personas all together, kind of like Norman Osborn before he became all monster goblin like." He said, remembering how before, when Norman Osborn was just a villain in a green costume and likes to throw pumpkin bombs, would have to personas with Norman not remembering the things he did as the Goblin. "But…he couldn't be the one to do this. I mean the guy is dead. I, unfortunately, made sure of that." He said, still regretting 'killing' Norman Osborn back on Earth before he got transported to Remnant.

 ** _"_** ** _Are you sure of that?"_** A voice startles Spidey, as the teen hero looks around to find out where that voice came from.

"Ummm, who's there?" Spidey asked the mysterious voice. Suddenly, his spider-sense tingles, alerting him to two fireballs that are coming right at him at full speed. "Whoa!" He shouted as he narrowly dodge roll out of the way, as the fireballs hit the ground, creating fire. Spidey gets up from the ground. "What in the world…" He was interrupted by a punch from the back, knocking him down to the ground. "Ughhh…" He groaned in pain while rubbing his head. He stands back up, "Alright, whoever you are, show yourself! Unless you are scared to fight the amazing Spider-Man!" Spidey taunted, with his only response is a faint laughter around him. "Okay, I'm warning ya!" He said, walking far away from the voice as possible until he feels something in his back. "Uhhhh…" Peter touches the body behind him without turning around. Just as he turns around, he is immediately punched to an alleyway, crashing into a trashcan before landing onto the ground. "Okay, ow." He said in pain, holding onto his chest. "What was that, that punched me?" He asked himself.

 **BGM- Dragon Ball Super OST 46 - Frieza is Resurrected**

Before he could fully get up, Spidey sees a cloaked figure standing on the edge of the rooftop above the hero, with the only thing the teen could see is his red eyes and mouth. "Ugh, alright. You have my attention. What do you want, my autograph?" Spidey asked the cloaked monster.

The monster behind the hood starts to grin as he stares at the spider hero from above. **_"It has been FAR too long, hasn't it…Parker."_** He told the boy, completely shocking Peter to think that this mystery person knows who is he.

"Parker?" Spidey asked, trying his best not to sound nervous in front of the man who knows who he is. "You mean the photographer that could never catch my good side? You must be joking." He said with a nervous laugh.

 ** _"_** ** _Don't play dumb. I KNOW it is you behind that mask, Peter."_** The cloaked figure said to him.

"Who…who are you?" Spidey asked him, wanting to know who this person is.

 ** _"_** ** _Seriously? You mean to tell me after all these months, you have forgotten about me? I'm hurt. I guess traveling through dimensions have caused some brain damage to that thick head of yours."_** The cloaked man said to him.

Peter is now even more shocked, not only that this man knows who he is, he also knows that he's from another dimension. Peter takes a closer look at the figure, and after a few seconds, his eyes completely widen in shock and fear. "I-Impossible…This can't be…" He said completely shocked and almost speechless.

 ** _"_** ** _Have you finally remembered who I am? I'm so glad, Peter. I've been waiting to see your face again after all this time."_** The cloaked man said with a laugh.

"No…You are supposed to be dead! How is it that you are here, alive?!" Spidey asked while raising his voice.

 ** _"_** ** _The same way you did, of course. That explosion that your little trinket caused sent us both into this dimension months ago."_** The cloaked man answered him.

"Months?! You mean, you've been here for MONTHS?!" Spidey raised his voice.

 ** _"_** ** _Yeeeesss, I have. And I've been using my time wisely as well. Although, I'm not sure the same could be said for you, though. Hehehehe!"_** He laughed. **_"Ah well, it doesn't matter. While you were distracted doing your 'hero thing,' I have been here, watching you very closely. But now it is time that I say ado."_** The cloaked monster said as he turns his back to Spidey. **_"Until we meet again, Peter."_** He said before leaping away from the building.

"No! Get back here!" Peter quickly jumps to the rooftop where the hooded man was standing on, but finds out that he has completely vanished from sight. "NO! OSBORN! GOBLIN! WHERE ARE YOU?!" He shouted furiously, looking everywhere in his area, but to no avail, as the Goblin is not in the area anymore. Peter sits on his knees, completely shocked and horrified that the Goblin, his worst enemy, has been in Remnant for months, without Peter not knowing at all. Peter punches the ground in frustration, creating a small crater thanks to his strength. "I can't believe it. This can't be happening. It's impossible. He can't be alive." He keeps telling himself, refusing to believe that Norman Osborn is still alive and well. "What do I do? What should I do?!" Peter stands up from the ground. "I-I-I need to calm down. I-I got to think. This must be a dream! It has to be!" He said to himself. "Ughh, what should I do? I…I need to…" He calms himself down while still trying to process what just happened. "I should probably head back to Beacon. I need to rest. But what then? Goblin is here. He has been here all this time. And to think, my life was getting easier, but no, it just became MUCH worse, for me and the people of this world." He said before swinging off back to Beacon, with the thought of Goblin still fresh in his mind.

* * *

 **Outside of Beacon's Dining Hall**

"Oh, what should I do? What should I do?" Peter keeps asking himself as he walks to the cafeteria to meet his friends. "Goblin…I don't know if I should be here or not. He could be watching me at this very moment." He said as he looks everywhere around him, but no signs of the Goblin. "Why? Why now…?" He sadly asked himself, not knowing what to do anymore. He enters the cafeteria, where he is now more confused and shocked as he sees his friends in Team RWBYP currently in a food fight with Team JNPR, which has completely destroyed the cafeteria in the process. "Uh, what is going on here?" Peter asked himself, completely lost after everything that has just happened.

Sun and his blue haired friend turns around to see Peter. "Oh, hey Pete. What's up?" Sun greeted him.

"What is going on here?!" Peter asked Sun. He then looks at the blue haired guy. "And who are you?" He asked him.

"The name's Neptune Vasilias. How'd you doing?" He introduced himself to Peter, only for him to get drenched in soda thanks to the food fight.

"I love these guys." Sun said while Peter just groans. The doors open behind them as Glynda enters the room growling.

"Uh-oh, somebody's mad." Peter said as he sees her using her telekinesis to re-organize the room.

"Children, please…" Glynda said while adjusting her glasses. "Do not play with your food!" She told them.

"Now there's the understatement of the year." Peter said, causing Glynda to turn around to face him with a mean look, growling.

Nora burps as both Team JNPR and Team RWBYP try and fail to compose themselves. Yang is then screaming from the ceiling as she crashes down into one of the tables below. She immediately gets up to see Peter with a smile. "Hey, Peter! Glad you could make it!" She said to him, while Peter just nervously waves at her from where he's standing.

Ozpin approaches Glynda and places a hand on her shoulder. "Let it go." He simply told her.

Glynda sighed. "They're supposed to be defenders of the world." She told him.

"And they will be, but right now they're still children." Ozpin said to her, looking at the rest of Team RWBYP, minus Peter since he's standing next to him, laughing together. "So why not let them play the part." He said as he walks away from Glynda. "After all, it isn't a role they'll have forever." He said.

Glynda takes a glance at a frowning Peter, who hasn't moved an inch from where he was standing. She starts walking to Ozpin. "And what about Mr. Parker?" She asked the headmaster.

Ozpin stops in his tracks and turns around to see the frowning Peter. He then turns to Glynda. "I fear he is too far gone now to have that life anymore." He told her.

"I see…" Glynda said with a frown. She looks at Peter once more before walking away with Ozpin.

* * *

 **Old Warehouse**

At night, the White Fang are moving crates from a Bullhead in an old warehouse as Mercury and Emerald enter the building. They walk past all the busy goons as they approach Roman, who was busy looking at a map of Vale. He then notices the two coming up to him.

"Oh, look! She sent the kids again! This is turning out like the divorce!" Roman said, approaching the two from behind and wraps his arms around them for a group hug.

Emerald shivers in disgust. "Spare us the thought of you procreating." She said as she and Mercury pull away from Roman.

"That was a joke. And this…" He takes out a piece of paper. "…just might tell me where you two have been all day."

"What!? Agh…" Emerald growled at him since he stole the piece of paper that involved their thing with Tukson.

"I'm a professional, sweetheart. Pay attention, maybe you'll learn something." Roman said while holding up the piece of paper. "Why do you have this address?" He asked them.

"Wouldn't you like to know?" Emerald retorted.

"Yeah, I would. Now where have you been all day?" Roman asked them.

"Cleaning up your problems." Mercury spoke up. "One of them, at least."

"I had that under control." Roman said to him.

"Two packed bags and a ticket out of Vale said otherwise." Mercury responded.

"Listen, you little punk. If it were up to me, then I would take you and your little street rat friend here and…"

"Do _what_ , Roman?" They all see Cinder appearing on a platform above them. She steps onto an automated lift, riding it down to their level.

Roman nervously laughs at her sudden appearance. "I'd, uh…not kill them?"

"Cinder!" Emerald excitedly pointed out.

"I thought I made it clear that you would eliminate the would-be-runaway." Cinder told Roman as she walks up to the crime boss.

"I was going to…" Roman started talking before she got cut off by Emerald.

" _He_ was going to escape to Vacuo! Mercury and I decided to take it upon ourselves to kill the rat." Emerald explained to her.

"I think he was some sort of cat, actually." Mercury said.

"What? Like a puma?" Emerald asked him.

"Yeah, there ya go." Mercury said.

"Quiet!" Cinder spoke up, prompting the two to be quiet as told. "Did I not specifically instruct you two to keep your hands while in Vale? Remember, the Spider may be onto us and won't stop until he finds out about our plans." She spoke up while Roman points a finger at the pair while laughing at their expense.

"I just thought…" Emerald started talking.

"Don't think…obey." Cinder told them while Roman uses his fingers to mime having a slit throat.

"Yes ma'am." Emerald apologized. "It won't happen again."

Cinder then turns her attention to Roman. "And you. Why wasn't this job done sooner?"

"Uh.." Eh..?" Roman points to his right to show off all the Dust he collected. "Eh..?" He then points to his left to show even more Dust. "EHHHH!" Pointing to the boxes behind him. "Sorry if I've been bust stealing every speck of Dust in the kingdom!"

"You're an inspiration to every punk with a gun and a ski mask." Mercury said while Emerald laughs at his remark.

"Look around, kid." Roman said to the boy. "I've got this town running scared!" He said.

Then, someone close by to them starts laughing, as they all turn around to see the LMD Norman Osborn walking up to them. "Scared, Roman?! Stop kidding yourself." He said as he approaches them.

"What are you talking about Osborn?" Roman angrily asked him.

"If you haven't noticed, ever since Spider-Man has shown up, the people of this city are becoming less and less frightened of you AND the White Fang. It almost got to the point where they see you as a joke." The LMD told Roman, which makes him furious.

"Well, maybe if your meta-humans actually did their job at destroying the Spider, THIS wouldn't be happening!" Roman said to him.

"Then that just proves that the White Fang are truly weak even with enhancements, including you." Norman said to him, making Roman really made before Cinder stopped him.

"That's enough, Roman!" She ordered him, prompting Roman to calm down and walk away. "Anyways, Norman…" She turns to the CEO of Oscorp. "How are the production of the Spider-Slayers going?" She asked him.

"It'll still take some time, but don't worry, you'll have your army of robots to help you crush the Bug and take over this city." Norman told her.

"Good. I don't want to see anymore failures like the U-Foes or the Rhino." Cinder told him.

"Don't worry." Norman calmed her down. "These Advanced Spider-Slayers will surely give you the edge you need. I promise you that." He said with a smile.

"It's nice to know you are a lot more cooperative since we lasted talked." Cinder said, remembering how she threatened and sort of tortured him the last time.

Norman chuckles. "Well, let's just say things will finally go our way." He said with a smile.

"Good." She begins walking away. "Tell the White Fang to clear this building. I'll send you and Roman the details and coordinates later tonight."

"And why is that, Cinder?" Normans asked while crossing his arms.

She looks back at Norman. "We're proceeding to phase two." She said as she, Mercury, and Emerald begin to walk away, leaving Norman all alone.

"Heh, phase two." Norman smiled while talking to himself. "I know exactly what you are planning, Cinder. And I have already made sure that your little plan won't work, because I have already started with my own plans." He said as he looks at the moon atop of him.

* * *

Outside, in the rain, on top of the highest building in Vale, the Green Goblin, with his cloak on, is seen crouching on the edge of the building. **_"HHHHRRRAAAAAAAGGGHHH!"_** He roared as he stands up in the rain, taking a second to look at the city below him before leaping off to the streets below as he extends his claws.

* * *

"Huh? What…" Peter wakes up from his hammock in his dorm back in Beacon. He looks around himself to see that his friends are still sleeping soundly. He touches his face, as he could feel that he is sweating like crazy because one thing has been on his mind for the last couple of hours. "Goblin…" He lowly said to himself so that no one else could hear him. "What am I going to do now? My friends…" He looks at his friends again, noting Ruby's calm and innocent smile as she sleeps. "I can't…I can't…These girls…How am I going to deal with this now?" He asked himself, not knowing how to approach the situation anymore, as Goblin's appearance has completely messed up his train of thought. He looks at the window from his hammock, thinking to himself, "Now what…?"

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Spider-Man: Hi, I'm Spider-Man. I should've known. I should've guessed the Goblin was here all this time! The clues were in my face all along, but I didn't see it until now! Now my friends are potential targets for the Goblin! I was a fool for almost wanting to tell them my secret.**

 **Raven: Then you are a bigger fool if you think you could handle this by yourself.**

 **Spider-Man: Who are you?! And what do you want from me?!**

 **Raven: My name is not important, but I have been tasked to help you out to take down the Goblin.**

 **Spider-Man: Huh, really?! And why should I believe you?!**

 **Raven: Do you have any other choice?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Mysterious Ally_**

 **Spider-Man: Goblin…You are not getting away from me! I promise you that…**

* * *

 **KFX here: And it begins. Spidey knows Goblin is here, and is going to go at this mission solo. Things are really starting to get intense, and you'll know why in the next few chapters. You don't want to miss this.**


	39. Vol 2 Issue 5: Mysterious Ally

_Vol 2 Issue 5: Mysterious Ally_

 **Beacon Academy**

A large and unnerving ship is descending onto a landing platform at Beacon while two Bullheads fly over the entire school. Ozpin and Glynda are watching all these ships pass by from the window of Ozpin's office.

"Ironwood certainly loves bringing his work wherever he travels." Glynda said, clearly annoyed by all these ships flying through the school.

"Well, running an academy and a military makes him a busy man." Ozpin said while three more Bullheads fly by. "But yes, those are a bit of an eyesore." A chirping beep sounds repeatedly as Ozpin turns to see a hollow-message on his desk. "Come in."

General Ironwood comes out of the elevator to approach his old friend. "Ozpin!" Ironwood greeted cordially.

Ozpin stands there while Ironwood approaches him. "Hello, General." He greeted the Atlas Commander.

"Please, drop the formalities." Ironwood told him as they both shake hands while Glynda approaches the man. "It's been too long. And Glynda! It has certainly been too long since we last met." He said to Glynda.

"Oh, James!" Glynda said while giving a personable wave before dropping it almost immediately. "I'll be outside." She walks away to leave the two men alone.

"Well, she hasn't changed a bit." Ironwood said to Ozpin.

Ozpin turns to his desk while Glynda exits the room. "So, what in the world has brought you all the way down from Atlas?" He asked the General while picking up a mug and a kettle, pouring in coffee for his friend. "Headmasters don't typically travel with their students, for the Vytal Festival." He said before turning and offering the cup to Ironwood.

Ironwood accepts the mug. "Well, you know how much I love Vale this time of year." He said while taking out a canteen from his inside coat pocket and pours its contents into his mug. "Besides, with you hosting, I thought that this might be a good opportunity for us to catch up." He continued while Ozpin walks around his desk, kettle and a new mug in hand.

Ozpin sits down and pours himself some coffee. "I certainly appreciate the quality time between friends, however, a small fleet outside my window has me concerned." He admitted to the General.

"Well, concerned is what brought them here." Ironwood said.

"I understand that travel between kingdoms has become increasingly difficult." Ozpin said.

"Oz, you and I both know why I brought those men." Ironwood said to him.

Ozpin takes a drink before setting down his mug. "We are in a time of peace. Shows of power like this are just going to give off the wrong impression." He said while Ironwood sets down his mug.

"But if what Qrow said is true…" Ironwood started before getting cut off by Ozpin.

"If what Qrow said is true, then we will handle it tactfully." Ozpin emphasized as he holds up an index finger. "It's the Vytal Festival. A time to celebrate unity and peace. So I suggest that you not scare people by transporting hundreds of soldiers halfway across the continent."

"I'm just being cautious." Ironwood said to him. "Remember, we have not one, but TWO unknown enemy groups hiding somewhere, with one of them apparently more dangerous and is already onto us. This Demon King that Qrow spoke of…" He started while looking away from Ozpin. "It's no question he was the one behind the Mistral explosion and the attack at the Schnee Dust Company at Atlas. Winter Schnee told me after she recovered that it was a monster dressed in a cloak that she fought, with power that none of us can comprehend."

"Which is why we will continue to train the best Huntsmen and Huntresses we can." Ozpin told him. "Not only that, we have a certain hero in our city that will certainly help us when the time is needed." He said with a smile, referring to Spider-Man.

"Heh, I assume this hero of yours goes to this school?" Ironwood asked him, sort of aware that he knows who Spider-Man is.

"You've already met him, haven't you?" Ozpin asked him while leaning on his hands.

"Yes, I have." Ironwood replied as he walks away from Ozpin. He stops near the door and looks back at Ozpin. "But ask yourself this: Do you honestly believe your children can win a war?" He asked him that question before making his way to the exit.

"I hope they never have to." Ozpin answered.

* * *

 **In the Hallways of Beacon's Dorms**

Team RWBYP, minus Peter again, are about to head to the library.

"So, why are we going to the library again?" Weiss asked the rest of her team while walking through the hallway.

"We're going to play Remnant: The Game!" Yang answered her.

"Yeah, it's gonna be fun! Right Blake?" Ruby excitedly turned around and asked her Faunus friend.

"I guess." Blake answered.

"Hmm, where's Peter?" Ruby asked her, noticing that her friend is not with them again.

"I think he's still back at the dorm." Weiss answered her.

"I'll go check on him." Blake said.

"Okay! Tell him to meet us in the library! That is if he's ready to get beat!" Yang said with a smirk.

Blake chuckled as she smiles. "Okay, I'll tell him." She said as she turns around to go back to her dorm while the other three girls continue heading towards the library.

Blake arrives at her dorm, opening the door to see Peter leaning next to the window. "Peter?" She called out to him, but it seems he's not listening. "Hey, Peter!" She closes the door behind her and walks over the boy. Blake, starting to get annoyed at him ignoring her, hits his head, causing him to hold it in pain.

"Ow! Why did you do that?" Peter asked her, finally responding to her.

"How else will I get your attention?" Blake asked him with a sly smile before dropping it immediately. "Is something the matter, Peter? You seem…lost." She asked him with concern.

Peter frowned before turning back to the window. "It's…it's nothing, don't worry." He said to her.

"Peter, if this involves anything Spider-Man related, just tell me. Remember, we're partners." Blake calmly said to him.

Peter sighed before talking to her. "It's…it's that Professor guy." He spoke up, even though he might already know the true identity of the Professor.

"You mean the human scientist that's working with the White Fang?" Blake asked him to make sure they are talking about the same person.

Peter nodded in response. "Yeah, him. I'm just…concerned of what's going to happen soon. The fact that he's creating Supervillains for the White Fang isn't good for anyone."

Blake lowers her head with a frown. "Nice to know I'm not the only thinking about what the White Fang are up to. Torchwick and the White Fang. They are up to something big. I can feel it. And sitting here doing nothing isn't going to help with that either."

"I hear ya, but…" Peter started talking while also making Blake curious of what he has to day. "I feel like there is a bigger play going on, bigger than anything this world has ever encountered, including the White Fang." He said knowing that the Green Goblin is out there plotting something not good for the world.

Blake's eyes widen from his claim. "You mean there is something bigger than the White Fang itself? That's crazy. How are you so sure?" She asked him.

"I…I'm not entirely sure. It's just a feeling I'm having." Peter said, refusing to tell her anything about the Goblin.

"Peter, are you sure, or are you hiding something from me that I don't know?" Blake asked him with concern.

"I said I don't know!" Peter shouted, catching Blake off guard from his sudden outburst. Peter sighs to calm himself down for a bit. "Sorry. I didn't mean to shout at you." He leans off from the window and starts moving away from her. "I'm going to the bathroom to clean myself up. I'll meet with you guys later." He said a bit depressingly as he walks out the door, leaving Blake all by her lonesome.

"Peter…Is there something you are not telling me?" She asked to herself, thinking about what Peter has told her.

* * *

"HHRRRR!" Peter punches the glass in the bathroom in anger. Thankfully, no one was in the bathroom and he doesn't sense anyone coming for a while so he's all alone to express his anger. "After all this time, after all these months, I thought the Goblin was gone! Gone forever from my life! But no, he's here, alive, planning something I don't know much!" He shouted at himself, while looking at broken glass of his reflection. "I should've seen it: Those weird dreams I've had, The Mistral Explosion, the attack at Atlas, the supervillains, the Professor, it was ALL pointing to him! Who else could it be?! The clues were staring right in my face all this time, but I didn't believe them, but I knew, deep down in my heart, it was all Osborn, and the worst part, it's all my fault!" He slams his fists into the bathroom sink, making it slightly crooked. "If I wasn't so desperate to beat him back on Earth, I would've never used my ISO-Watch to transport us to this dimension! Now the people of Remnant are in danger because of me, and I need to stop it!"

 _'_ _And just how do you supposed to do that, Mr. Parker?'_ A voice asked him. Purple fog starts to surrounded Peter as he then finds himself in Madame Web's realm.

"You!" Peter shouted at her. "You knew Goblin was here all along, didn't you?" He furiously asked her. Madame Web remained silent for a bit, but Peter wasn't having any of that. "ANSWER ME!" He yelled at her.

"Yes." Madame Web calmly answered him. "I knew Goblin was here the moment he arrived a few days after you did."

"Why didn't you tell me?!" Peter asked her as he takes a few steps forward towards her direction. "If I knew Goblin was here, then maybe…"

"Maybe what, Parker?!" Madame Web raised her voice, prompting Peter to stop talking, but he still gives her the mean look. "If I told you Goblin was here the moment he did, you would waste your time trying to track down a foe who would do his best to hide from you. Not only that, if you were to fight him, he would most certainly kill you. Remember the last time you fought him, you barely survived your last encounter, and that was when you had the Iron Spider Armor. Fighting him when he arrived ill-equipped would've been suicide, you know that." She said, causing Peter to flinch because that would've likely happened. "That is why I waited for events to unfold, so you can go to Beacon, receive upgrades to your tech, and gain friends who will help you in the coming battles."

"No! I don't want my friends to get involved in a fight that is not theirs!" Peter argued with her. "It's because of me is that they are in danger in the first place! I can't risk their safety if they try to take on the Goblin while they have no idea what their up against!"

"The same could be said for you, fool!" Web said to Peter. "You are completely stubborn if you think YOU alone could stand up to the Goblin, now that he has power that rivals that of the ISO-Emperor you and your friends fought back on Earth!" She said, reminding Peter on how it took the combined efforts of heroes from two dimensions to even land a DENT on Octavius' and Eggman's Death Machine. "It's like I told you before when you first entered Beacon, you have friends who would back you up, no matter the situation at hand. Fighting Goblin now, alone, will most certainly end in your destruction!"

Peter growls at himself, knowing that Madame Web does have a point, but like she said, he is a bit stubborn to admit that while his anger blinds him to her advice. "I don't care! I told you before I work better alone! My friends will just get themselves killed if they get in the way!" He turns away from Web and starts walking away. "I'm going to look for Goblin, ALONE!" He emphasized. "I'm gonna try to find out what his plans are and stop them before things get worse! Don't even think about stopping me!" He told her with anger.

"Very well, I won't stop you. Just know that whatever happens now, it's because of you not listening to reason." Madame Web told him before she teleports him away completely. She face palms while also shaking her head from Peter making a stupid decision. "Oh, Peter. You have no idea how this is beyond even you. You absolutely cannot do this by yourself." She lifts her hand from her face. "Let's hope my associate has found any leads. With luck, I'll tell her to meet with you as soon as possible."

* * *

 **Beacon Academy Library**

 **BGM- Dragon ball Kai 2014 OST - 's Baseball**

While Peter is looking for clues about the Goblin's whereabouts, the rest of his friends are at the library playing 'Remnant: The Game', where Weiss, Yang, and Ruby are playing the game while Blake just looks distracted.

Ruby is seen contemplating what her next move will be. "Hmmmm…All right…All right!" The little leader points to her big sister. "Yang Xiao Long, prepare your kingdom for battle!"

"Bring it on!" Yang said, thrusting her elbow down as she balls her fist.

"I deploy the Atlesian Air Fleet!" Ruby declared, slapping her card down on the table. Yang is seen with a look of shock before Ruby continues her attack. "Looks like I get to fly right over your Ursai and attack your walls directly! She makes noises like airplanes flying and bombing as she makes a bird with her hands.

"You fiend!" Yang said as she points at Ruby.

Ruby ducks under the one end of the table, looking at the board and its player pieces in detail. "And since Atlas is part of Mantle, my repair time is only one turn." She said as she peaks her head up. She gives a look of surprise as Yang is heard laughing arrogantly.

Yang raises her card. "Pretty sneaky, sis, but you just activated my trap card!" She said, showing Ruby her card, making her visibly disturbed at what Yang has just done. "Giant Nevermore!" Yang slams the card on the table. "If I roll a seven or higher, fatal feathers will slice your fleet in two!"

Ruby points at Yang to retort. "But, if you roll a six or lower, the Nevermore will turn on your own forces!"

"That's just a chance I'm willing to take." Yang said as the two sisters glare at each other. Yang is heard shouting triumphantly while Team JNPR are on another table close to them: Ren and Pyrrha studying while Nora drools during her sleep, and Jaune is reading a Spider-Man comic book before Pyrrha clears her throat and takes it away from him, trading it for a textbook.

"Noooo! My fearless soldiers!" Ruby shouted.

"Eh, most of them were probably androids." Yang said to her.

"Goodbye my friends, you will be avenged."

"Not until I draw my rewards! Which are double this round thanks to the Mistral Trade Route!"

"Bah!"

"Oh. Have pancakes." Nora randomly snores while talking in her sleep.

"Oh, and what's this? The Smugglers of Wind Path?" Yang asked.

"Bah! Bah, I say!" Ruby said.

"I say, it looks like I'm taking two cards in my hand!" Yang said. As Pyrrha is reading the Spider-Man comic book she took from Jaune, a Nevermore player piece is tossed over Jaune's shoulder, while another piece bounces off of his head.

"Have you no heart?" Ruby asked before collapsing on the table crying. "Nooo!"

"Well, Weiss, it's your turn." Yang said to the confused Weiss, who has no idea what is going on right now.

"I have…absolutely no idea what's going on." Weiss admitted to her.

Yang slides up beside her and puts her hand on her shoulder. "Look, it's easy! You're playing as Vacuo which means that all Vacuo-based cards come with a bonus."

"That sounds dumb." Weiss said.

Yang starts looking through Weiss' cards. "See, you've got Sandstorm, Desert Scavenge…Oh, oh!" She pulls up a card to show Weiss. "Resourceful Raider! See, now you can take Ruby's discarded Air Fleet-."

"Nooo!" Ruby interrupted her while still crying.

"-and put it in your hand!" Yang finished.

"Okay." Weiss said.

"And since Vacuo warriors have an endurance against Natural-based hazards, you can use Sandstorm to disable _my_ ground forces and simultaneously infiltrate my kingdom!" Yang points a finger at Weiss. "Just know that I will not forget this declaration of war." She pulls away as she returns to her seat.

"And that means…" Weiss asked, still confused.

"You're just three moves away from conquering Remnant!" Ruby answered her while still in tears.

Weiss stands up and proceeds to laugh in an overjoyed, psychotic tone. "Y-yes! Fear the almighty power of my forces! Cower as they pillage your homes and weep as they take your children from your very arms!"

"Trap card…" Yang interrupted her while holding a card in her hand.

"Huh?"

Yang shuffles the pieces on the board, with Weiss' pieces disappearing in a puff of smoke. "Your armies have been destroyed."

Weiss slumps in her chair, tearing up. "I hate this game of emotions we play."

Ruby hops into Weiss' lap, still in tears, "Stay strong, Weiss! We'll make it through this together!"

"Shut up!" Weiss said to her as she hugs Ruby. "Don't touch me!"

"Alright Blake, you're up!" Yang said to her while putting her arms up behind her head.

"Oh, um, sorry, what am I doing?" Blake asked since she was not paying attention because she has a lot on her mind.

"You're playing as Vale, trying to conquer the Kingdoms of Remnant!" Yang reminded her.

"Right."

"Hey! Can I play?" Jaune asked as he approaches their table.

"Sorry Jaune, we've already got four people." Ruby answered him.

"Besides, this game requires a certain level of tactical cunning that I seriously doubt that you possess." Weiss told him.

"Uhh, you attacked your own naval fleet 2 turns ago." Yang reminded her, causing Weiss to make an annoyed sound.

"Bring it on, Ice Queen!" Jaune challenged Weiss. "I'll have you know that I have been told that I am a natural born leader!"

"By who? Your mother?" Weiss retorted.

"A-And Pyrrha!"

"Hello again!" Pyrrha waved at them from her table.

"Come on, let me play your hand for a turn." Jaune begged her with both hands folded together.

"I'm not trusting you with the good citizens of Vacuo!" Weiss said.

"Why not?" Jaune asked her. "You've trusted me with way more important stuff before. I mean, you told us all that Blake is secretly a Fa-." He got cut off by Pyrrha, who darted over to him and slaps a hand over his mouth to prevent him from talking.

"Fun-loving person, whom we all admire and respect." She finished for him, making Jaune laugh nervously.

Everyone looks nervously at Blake, who is clearly annoyed that her secret is out. "Right. That. Ladies, enjoy your battle." Jaune bows to them as he and Pyrrha walk away.

"'Sup losers." Sun said as he and Neptune walks over to his friends while holding his fingers in a 'peace' sign.

"Hey Sun!" Ruby greeted him.

"Ruby, Yang, Blake…Ice Queen." Sun greeted them.

"Why does everyone keep calling me that?" Weiss asked, wondering why everyone keeps giving her that nickname.

"I never got a chance to formally introduce you to my old friend." Sun introduced Neptune to the group.

"Uhh, aren't libraries for reading?" Neptune asked them, receiving a "Thank you!" from Ren and a "Pancakes!" from Nora.

"Shut up. Don't be a nerd." Sun told him.

Neptune shakes his finger at Sun. "Geh, geh, geh, geh! ' _Intellectual_ ', okay? Thank you." He waves at the group. "I'm Neptune."

"So Neptune, where are you from?" Weiss asked him.

"Haven." He answered her as he approaches the Ice Queen. "And I don't believe I've caught your name, snow angel."

"Um, I'm Weiss." She said to him.

"Are you kidding me!?" Jaune said, a bit angry that Neptune is making a move on Weiss.

"Pleasure to meet you." Neptune said.

"I never took you as the board game playing type." Sun said to Blake. "By the way…" He looks around the table as if he's looking for someone. "Where's Peter? Is he out taking pictures again?" He asked the cat Faunus.

"Right, well, I think I'm done playing actually." Blake responded, ignoring his question about Peter, as she gets up from the chair, shoves Sun aside and leaves the room. "I'll see you guys later."

They all look at the direction Blake walked off, wondering why she did. "Women." Nora shrugged, causing everyone to look at her.

* * *

 **City of Vale**

 **BGM- Dragon Ball Xenoverse 2 OST - Conton City Theme 5**

"It's all my fault." Spidey keeps telling himself as he swings through the night city of Vale. He's been searching for Goblin for hours, searching every building that seems suspicious, trying to track down his whereabouts with his Webware, and even interrogating any White Fang goon he comes across, but nothing is working for him, as the trail remains deadly cold for his heated foe.

"It's because of me Goblin is here, planning something big, and I have no idea what it is." He said as swings on a flagpole before jumping off it and landing onto a rooftop. "Heh, and to think I was going to tell my secret to my friends, but that is completely out of the question now. I was almost a fool for wanting to tell them. A fool to get too involved in their lives. And now they could die at any second because I was such a fool to come to that school." He berates himself, blaming everything on himself.

 **BGM- Dragon Ball Super Original Soundtrack Vol. 2 - 08. A Bad Premonition**

"Then you are bigger fool if you think you do this alone." A female voice says close by, triggering Peter's Spider-Sense.

"Who's there?! Show yourself! Because trust me, buddy, I am not in the mood to play games." Spidey shouted, not wanting to deal with any disturbance.

"Calm down." Spidey turns around, with his web-shooters ready to fire, to see a woman right there in the rooftop. The woman wears a shallow cut black dress, five necklaces with an assortment of beads, a red girdle-belt, and a pair of matching gauntlets, along with gloves. An object that looks to be made from feathers hangs from the right side of her skirt. She also wears detached black leggings with a red splatter pattern, and black leather boots beneath them. Her most distinctive feature is a fearsome, full-face mask that resembles the face of a Creature of Grimm. The mask has four eye slits, further enhancing the character's inhuman appearance.

"Who are you?!" Spidey shouted at her, still angry and not in the mood for games. "Are you part of the White Fang? Or Goblin's Gang?" He asked her with his web shooters still ready to web her up.

"My name is not important right now." The masked woman said to him. "I'm here to help you."

"Help?! Heh, yeah right! Look lady, I don't need your help, or anyone else's for that matter! So why don't you back off and leave me alone!" Spidey said as he turns his back and starts walking away from her.

The woman crosses her arms as she sees Spidey walk off. "Are you always this stubborn when it comes to help, Peter Parker?" She asked him, making the hero stop in his tracks.

Spidey slightly turns his head to her. "How do you know?" He asked seriously.

"The old crone told me about you when she sent me to come and look for you." She said while approaching Spidey.

"Old crone? You mean Madame Web?" He asked as he turns around.

"Yes, her." She answered as she starts walking around Peter. "You see, Spider-Man, for the past few months, I have been tasked by Madame Web to track down the Goblin and what his plans are, since his immense power is interfering with her physic powers, so her tracking her down has become a bother for her."

"Why did Madame Web decided to go to a complete stranger for help and not me?!" Spidey asked her, angry that Madame Web wouldn't come to him to find Goblin.

"Because she knows that you would act this way, all angry and not thinking straight." The woman answered him. "Besides, you were needed in this city thanks to the recent supervillains that have popped up, and I can tell that you don't have the necessary equipment to travel across the world to find him yet."

"Lame excuse, but go one." Spidey said while crossing his arms.

"Hmph. Anyways, during my mission, I've come across of some notes that I found. These should help you with tracking down whatever Osborn has cooked up." She gives Peter some pieces of paper with writing on it.

"What's this? An address?" Spidey asked while looking through the papers.

"Yes. Building C on West 30th here in Vale." The masked woman answered him. "I'm not exactly sure what is going on there, but it might lead you to something that is connected to the Goblin."

"Okay, I guess." Spidey said while looking through the papers some more. After he finished reading them, he shoots out a web line at the nearest building. "Are you gonna come with me?" He asked the masked woman.

"No." She shakes her head. "I have to continue looking for more clues about the Goblin. That monster has been doing a good job covering his tracks since interrogating the White Fang won't get me any results. I fear that all the White Fang in the world has already been compromised."

"Great, so the White Fang has little Skrulls crawling around with them. That's wonderful." Spidey said before jumping off from the rooftop and starts swinging. "Building C on West 30th, here I come!" He said to himself as he swings through the city.

* * *

After like 15 minutes of swinging through the city, Spider-Man has arrived at an abandoned apartment building almost outside the city, supposedly one of the Goblin Gang's hideouts. Spidey attaches himself to a wall above of a locked door. "Yup! This must be the place. I can sense some of those 'Goblin Gang' guys here, but I don't sense Goblin though. That's a good AND bad sign." He said as he jumps down to the ground, landing in front of the door. "I can at least use this opportunity to look for some clues, try to find out where Goblin might be at."

 **BGM- Spider-Man Shattered Dimensions OST – Ganglands**

Spider-Man barges through the steeled door, getting some of the Goblin Gang's attention. "Hi guys, I'm the door-to-door apartment inspector, wanting to check out to see if none of you guys are doing anything evil, and boy I can SMELL the evil in here!" He joked as a couple of the goons start shooting at him. "Shooting bullets at me will definitely get you guys a mark! Trust me!" He continuing as he starts dodging the bullets. He runs up the walls as they continue shooting at him before he web shoots their faces, distracting them. While they are trying to get the webbing off, Spidey drop kicks one of them, knocking them out. Using his Spider-Fu, he quickly takes care of the remaining goons as they lay down on the ground unconscious.

"Sorry, kids, but I don't have time to play games with you. I still have to see how clean this apartment is." He said, since he doesn't want to waste any time as the Goblin might notice he's causing a ruckus in the area. Spidey explores all of the apartment, quickly taking down any goon that comes across his way. He explored almost all of the apartment, but he doesn't find anything about the Goblin or his plans. "Nothing! As I figured!" Spidey said as he searches each and every room. "Unless I find this guy's main headquarters, finding out what Norman's up to will be extremely difficult."

Spidey walks up to one more room, where it leads to an explosive stockpile. "Explosives? Why would they be hanging around here?" He asked himself as he approaches them. "Probably just in case this place gets compromised. I can probably use this to my advantage though. Destroy this hideout, and leave Goblin and his goons with one less place to hide. It's the least I could do."

As Spider-Man approaches the explosives to destroy this place, his Spider-Sense tingles. "What the-?!" He jumps out of the way as a giant, goblin like goon land right next to him. This goblin goon is green and scaly like the Goblin, but is wearing brown pants, has some small hair on his head and arms, and acts like a monkey. "Um, I don't suppose you are a nice, crazed monkey, you know like from the zoo or something, maybe a guy in a suit?" He asked the monkey goblin.

"The simian will stomp you, like a buuuug!" The monkey goblin said as he lunges at Spidey, but the hero dodges it as the monkey punches the wall instead.

"Technically, I am an Arachnid, so you know, 'Crush me like an Arachnid.'" He said as he sticks himself to another wall.

"Ooo, ooo, coward! Stop jumping around and fight me!" He told him as he punches the wall where Spidey was, but again, the hero dodges it just in time.

"Well that's sweet, but I think maybe you should be battling Zookeeper-Man or something, you know, the guy with a really big net." Spidey said as he lands right behind the monkey goblin. "But if you want to fight me, you got it!"

 **BGM- Spider-Man Shattered Dimensions OST - Cavernous Quarry**

The monkey goblin lunges at Spidey once again, but the bugman uses his feet to kick him to the other side of the room. "Ewww, someone needs a bath!" Spidey joked since he smelled the odor coming from the monkey giant.

The monkey scratches his head while he gets up. "I will peel you, like a banana!" He lunges at Spidey once again, but the hero moves out of the way in time, as the monkey hops onto one of the windows, ready to attack.

"Hey, monkey boy! I got your banana, but excuse me if it's a bit sticky!" Spidey shoots out webbing at the monkey, tying him up and causing him to fall from the window. "Want some snacks with your banana?" Spidey asked, punching and kicking the webbed up monkey.

The monkey goblin breaks free from the webbing, knocking Spider-Man to the floor as he does so. The monkey picks up a nearby steel beam and tries to beat Spider-Man's head in with it. "Ooo, ooo, prepare to die, Spider-Bug!"

"Now that is just wrong on so many levels!" Spidey webbed the steel beam away from the crazed monkey. While the monkey is distracted over the loss of his steel beam, Spider-Man kicks him to the explosive stockpile. "Oh, this is bad!" Spidey said, as the monkey crashes into the explosives, destroying the building in the process.

A few minutes after the explosion, Spider-Man breaks free from all that rubble that he was buried under. "Phew, that was close!" He said as he looks around to see that the monkey goblin, as well as the other Goblin Gang members, are all knocked unconscious. "Man, if the only the real Goblin was this easy to take down. Oh well, not a dull moment in Spidey town. I should probably get out of here before someone important comes in and blames me for this."

"So, you weren't the cause of this explosion?" Spidey yipes as he turns around to see General Ironwood and some of his military men coming down from the roof, arresting some of the Goblin Gang members as they all turn back to normal White Fang goons.

"Uh, no sir, I wasn't, partially." Spidey said while rubbing his head in embarrassment.

Ironwood chuckled as he gives his hand to Spider-Man. "The name's James Ironwood, General of the Atlesian military, and the headmaster of Atlas Academy." He introduced himself to the webhead.

"You're a general and a headmaster. Can't imagine how hard it is for you, sir." Spidey said as he shakes his hand.

"I manage." Ironwood said with a smile. "You've been quite a service to this kingdom. Spider-Man. It's nice that Vale has a good hero like you to protect them from threats unknown."

"Well, I try my best, but I should be really going now, sir. You know, hero stuff. "Spidey said as he starts walking away from the General.

"Wait, Spider-Man. Peter, I want to talk to you." Ironwood said, causing Spidey to stop on his tracks again.

"You know?" Spidey turned around to him.

"Kid, when I first met you back at Atlas when you went to save Schnee, I kind of had a feeling you were him. It's not all the time you see someone, a kid like you nonetheless, stand up to the CEO of the Schnee Dust Company and actually make him speechless. That, and Ozpin sort of told me." Ironwood told Peter.

"Ughh, great, thanks Ozzy for keeping a secret." Spidey said while crossing his arms. "Has Ozpin also told you I'm from another dimension?" He asked him.

"No, you did." Ironwood replied with a small smile, causing Peter to groan from spilling that secret out. The general starts approaching Spider-Man to ask him something. "Peter, I need to know who we are up against here. There is an enemy that we have been trying to find out ever since all these recent attacks in our world, and from the looks of it, this enemy might be from your dimension, isn't it?" He asked him, causing Spidey to frown in shame.

"Yeah, sorry sir, I didn't mean to-." Spidey started before getting cut off.

"It's alright, Peter, I'm not going to hold any grudge against you." Ironwood said, crouching down as he puts his hands on Peter's shoulders, trying to comfort him. "The fact that you've been helping out our world for these past few months when no one asked you to, more than makes up for how this enemy came here in the first place. Just tell me who were are up against." He said to him, making Peter a bit better.

"Alright. I'll try to keep this brief." Spider-Man said with a nod. "Our enemy is a man named Norman Osborn, also known as the Green Goblin, a monster from my world, and let me tell you, this guy is crazy!" He said, causing Ironwood to tilt his head in confusion. "It's like, no matter how many times you examine him, his crazy levels are off the charts. He's the type of guy that would direct his crazy on anyone he sees a threat, which is pretty much everyone, and that was before he injected himself with the OZ formula!"

"Ooookay…" Ironwood gave him a weird look. "That sounds… useful."

Peter sighed. "Sorry, this man has been giving me trouble for as long as I can remember, and now he's here in Remnant doing who knows what. He's already infected the White Fang with that stupid Mountain Dew serum of his, and I don't even know where he is at the moment now that he has the immense power of the ISO-8."

"The ISO-8?" Ironwood asked in confusion.

"Just think of it like the Dust but 1000x worse. That guy probably has enough power to destroy the world now if he wants to, possibly more." Spidey said.

Ironwood immediately gets up from the ground. "If the Goblin has this much power in his disposal, then we have no time to waste! We need to find him! Spider-Man, I will give you my contact number. If you come across anything that might be related to the Goblin, contact me, and I promise you my fleet will be ready."

"That seems a bit much, don't you think. I mean, what if I come across a small restaurant where he's hiding?" Spidey asked him.

"I'll still bring the fleet." Ironwood replied.

Peter groaned as this man likes to go with the direct approach. "I don't know who I like more: Nick Fury or you?"

"Is this Nick Fury the general of your world?" Ironwood asked him.

"Yup, he's the one with an eyepatch I told you about." Spidey reminded him.

"I see." Ironwood looks around to see that the last Goblin goon has been rounded up. "Looks like we're done here. See ya around, Spider-Man." He said as he heads back to his ship.

"Just to let you know, interrogating those White Fang goons won't help you! They won't remember ever being under Goblin's control unless he asked them to!" Spidey told him.

"That sounds useful! Thanks, Spider-Man!" Ironwood said as he heads back to his airship.

* * *

A few minutes later, Spidey swings back to the mysterious woman with the mask. "I see your mission was successful." The woman asked him as he lands back onto the rooftop.

"Eh, sort of. Didn't really get much clues on where Goblin might be." Spidey told her.

"Same here, but I'll continue looking for the rest of the night. I'll contact you tomorrow if I find anything." The woman said to him.

"All night? Don't you have like a family to go back to, unless you don't have a family, which makes sense since you don't seem like the mother type." Spidey said.

"I do have a family, but I haven't seen them since my daughter was born." The woman said as she walks away from Spidey.

"Seriously? And you haven't even bothered to call or write up to tell them you're okay? I'm sure your daughter would really love to see her mother after so long." Spider-Man said.

"There are other important things going on right now, Spider-Man. Family is not one of them." She said as she opens a red and black portal in front of her. "Get some sleep. You're going to need it for tomorrow." She finished as she enters the portal before it closes behind her.

"Ouch. I don't see that woman winning any mother of the year rewards anytime soon. Feel bad for the girl who hasn't seen her mother in ages." Spidey said as jumps off the building and starts swinging. "But she is right about one thing though. Goblin is too important to ignore. I need to take him down at all cost. He's my responsibility, and I don't want my friends caught in the crossfire. They're more important to me than anyone else, that is why I can't ignore Goblin now when he's planning on something that might end us all as we know it. And I have to do this, without them." He said to himself as he swings through the quiet city.

* * *

 **Team RWBYP's room**

Blake is sitting with her knees folded to her chest, remembering all the recent events about Torchwick, the White Fang, but more importantly, the thing Peter told her about that something bigger than all of them is at play here. "Bigger than the White Fang…" Blake said to herself. "Who in the world could accomplish such a feat?" She asked herself just before she sees the rest of her team, minus Peter, enter the room.

"Ugh, we should have never let him play!" Yang said a bit mad that she got beat in the board game.

"You're just mad cuz' the new guy beat you!" Ruby said to her. "See, if you had just attacked when I told you none of this would have happened."

While everyone is talking, Blake approaches the door, ready to leave, but Weiss stops her. "Stop!" She said, pointing at Blake, causing her to retract her hand from the door knob. "Lately you've been quiet, antisocial and moody!"

"Uh, have you met Blake?" Yang asked her since that is what Blake is all about.

"Which I get is kind of your thing, but you've been doing it more than usual! Same thing with Peter, wherever that guy keeps going off to, which quite frankly, is starting to become unacceptable!" Weiss said to her. "You made a promise to me, to all of us, that you would let us know if something was wrong!" Weiss flips through the air and lands on a chair. "So, Blake Belladonna, what is wrong!?" She points her finger at Blake again. Weiss quickly puts the chair away and returns to stand near the girls.

"I just, I don't understand how everyone can be so calm." Blake said.

"You're still thinking about Torchwick?" Ruby asked her while approaching her friend.

"Torchwick, the White Fang, all of it!" Blake raised her voice a bit. "Something big is happening and no one is doing anything about it!"

"Ozpin told us not to worry." Yang told her. "Between, the police and the Huntsmen, not to mention Spider-Man, I'm sure they can handle it."

"No, I don't think so." Blake said while shaking her head in disagreement.

"How are you so sure, Blake?" Ruby asked her.

Blake looks down at the floor in silence before lifting her head at her friends. "Peter said that there might be something bigger at play here, using all of us as pawns, including the White Fang!"

"Wait! Seriously?! There's a threat bigger than the White Fang?! That's crazy!" Weiss said, thinking that it's almost impossible someone else is playing villain here.

"Peter told you this. Why?" Ruby asked her.

"He seems to be looking into this, alone. I don't know why but, I feel like he might be caught in the middle of what is going on here." Blake answered while rubbing her arm, fearing for might what happen to her friend/partner.

"But why would Peter try to figure out this problem alone?" Yang asked. "We're a team, and there are some things you couldn't do alone."

"And besides, let me be the voice of reason. We're students!" Weiss reminded them all. "We're not ready to handle whatever situation that might be going on right now!"

"Well yeah, but..." Ruby started but got cut off by Weiss.

"We're not ready!" Weiss told her.

"And we may never be ready!" Blake said. "Our enemies aren't just going to sit around and wait for graduation day." She said while pointing at the door. "There's a new enemy out there, somewhere, planning their next move, and none of us know what it is, but it's coming. Peter noticed this and is trying his best to stop it, so we should too, whether we're ready or not!"

"Okay, all in favor of becoming the youngest Huntresses, and Huntsman, to single-handedly taking down this new enemy and a corrupt organization conspiring against the Kingdom of Vale…say aye." Ruby said while performing some random gestures.

"Yes!" Yang said as she pumps her fist enthusiastically. "I love it when you're feisty!"

"Well, I suppose it could be fun." Weiss said.

"None of you said aye!" Ruby said disappointed they didn't say what she wanted them to say.

"Alright then, we're in this together! Now all we need to tell Peter this when he comes back!" Blake said. _"Assuming he wants to help us that is…"_ She said in her thoughts, remembering how Peter acted and doesn't seem he wants any help at all.

"Let's hatch a plan!" Ruby said with a gesture.

"Yeah!" Yang agreed while using her hands to point at Ruby.

Ruby gasped as she freaks out. "I left my board game at the library!"

Weiss places her hand to her head. "We're doomed."

Ruby quickly runs out of the room and down the hallway. "I'll be right back!" She said before colliding with someone in her way. "Oo-oof! Oh g-!" She looks up to see the person. "Sorry. Are you okay?"

"I'm fine." Emerald said while offering her hand to Ruby. "Just watch where you're going." She said as Ruby takes her hand while Mercury is standing beside them.

"Oh, right, sorry." Ruby continues speaking as Emerald helps her up to her feet. "Um, I'm Ruby! Are you new?"

Emerald steps aside to reveal Cinder as she approaches. "Visiting from Haven, actually." Cinder said as Emerald turns to her master.

Ruby and Cinder stare at each other for a moment before Ruby starts talking. "Ooh! You're here for the festival! But exchange students have their own dormitory." She told them.

"I guess we just got turned around." Mercury said.

"Hey, don't worry, it happens all the time." Ruby said as Mercury and Emerald walk past her. "Uh, your building is just east of here." She told them.

"Thanks." Cinder said as she walks past Ruby, gesturing in acknowledgement. She then stops for moment and turns back to Ruby. "Oh, and by the way, aren't you friends with the photographer that takes pictures of Spider-Man? Peter Parker was his name, I believe." She asked Ruby.

"Uh, yeah. Why do you want to know?" Ruby asked her suspiciously.

"I want to personally talk to him. Ask him how he takes those great pictures of our hero." Cinder told her with a smile.

"Well, sorry. He's currently not here at the moment." Ruby told her.

"Hmm, maybe tomorrow then." Cinder said as she begins walking again.

"Yeah, maybe!" Ruby said as she waves at the three of them. "Oh, uh, and welcome to Beacon!" She told them, not seeing Cinder's evilish grin and her eyes glowing menacingly.

* * *

 **An Island far from the Kingdom of Vale**

 ** _"_** ** _Hehehehahahahah!"_** Goblin laughs to himself as he stands next to the edge of island while the water starts to splash furiously. **_"Those girls must really want to die so badly if they want to snoop into my business right now. I'll make sure to send some of my Goblin Soldiers to properly get them motivated until I see to it that they are finished personally in case they fail."_** He said before looking at the moon. **_"Still, I wish I knew what Parker is doing right now. Tracking him down hasn't been easy thanks to that Webware of his. Not to mention he's never around those girls much so I can learn what he's doing at the moment. That boy and the military has already found one of my hideouts, but it doesn't mean much when they don't know my real location. Thankfully, my island, castle, and Hellcarrier are blocked from any satellite that they have. We are completely invisible from radar, and those that happen to stumble upon them will immediately get annihilated. No one knows where I am or where I will strike next."_**

"Goblin!" Akuma shouted from behind him. "It's time we continue our training. We should be close to done unlocking your power."

 ** _"_** ** _Yeeess, I can feel it growing within me."_** Goblin said, clenching his fist as some sort of dark red aura surrounds his hand. **_"This power…This will be the power to crush any of my foes that decides to get in my way, Hehehehehe! Soon, they will learn what real power is._** He stops clenching his fist as he turns around to walk back to Akuma. **_"Watch out, Spider. Once I'm done with my training, you and those girls will regret ever crossing my path."_** He finished as he and Akuma head back to their training grounds.

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Ruby: Hi, the name's Ruby Rose. Me and my team, minus Peter again, are currently trying to find anything about the White Fang or this new enemy Peter has been looking into.**

 **Yang: Uh, does anyone know who the guys in the green mask are?**

 **Weiss: They almost look like members of the White Fang.**

 **Blake: Impossible! You mean to tell me this new enemy is somehow corrupting the White Fang!**

 **Ruby: Looks like it, but we should look deeper into this once we beat Torchwick, huh guys.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Attack of the Goblin Gang_**

 **Ruby: Uh, girls! Who's the guy in the purple, fiery cloak that is staring straight at us?!**

 **Goblin:** ** _Hehehehe…_**

* * *

 **KFX here: So the next two chapters are gonna happen simultaneously: Next chapter focuses on what Ruby and the other girls are doing while the chapter after that focuses on what Spider-Man has been doing while the girls are investigating. All leading up to the epic three-parter: Ultimate Showdown, where Spider-Man, Team RWBY, and Goblin are all together. Secrets will be revealed and a battle that might shake the entire world will happen as well, and we're not even halfway done with this Volume. You don't want to miss this, I tell you. Oh, and, as for Raven, she's sort of like the Anti-Hero of this story, just to let you know that.**


	40. Vol 2 Issue 6: Attack of the Goblin Gang

_Vol 2 Issue 6: Attack of the Goblin Gang_

 **An Island Far from Vale**

At the island where Goblin and Akuma are currently at, the two are training together all over, causing the island to rumble, the seas to shake, and the sky to turn pitch black.

 ** _"_** ** _Hrrrgh!"_** Goblin clashes his elbow with Akuma's in a fierce lock, causing the ground below them to crack and shatter before the two slide far from each other. The two pant heavily as they have been fighting each for hours without rest. **_"Not…bad… Hehehe."_** Goblin said before standing up right.

"Hmph." Akuma simply said as he stands up right. "It would seem that your training is complete, Goblin. Our recent battles have proven that you have gotten much stronger. I might have finally found a worthy opponent for me."

 ** _"_** ** _Hehehe…"_** Goblin laughs, looking at his clenching fist as the dark red aura from before surrounds it again, only much stronger than ever. **_"Yes, I finally obtain the ultimate power."_** He said before looking back at Akuma. **_"But I still have so much more use for you, Akuma."_**

"What do you mean?" Akuma asked him.

 ** _"_** ** _I still need you, Akuma. I want you to be my pawn, my slave you could say."_** Goblin said before laughing sinisterly.

"I expected this, but do you really think I will easily become your slave?" Akuma asked him.

 ** _"_** ** _Of course."_** Goblin answered. ** _"With my ISO-OZ formula, you will do whatever I say. And besides, you are not strong enough to beat me now! My power has rivaled that of the gods! YOU are nothing to me, and it's all because you want to fight a worthy opponent!"_**

 **BGM- Street Fighter X Tekken OST- Theme of Akuma**

"Hmph. You really think so, Goblin?" Akuma asked him. Suddenly, a red aura starts to surround Akuma, the Satsui no Hado. "My fists can kill gods! You are still nothing to me!" Then, the red aura starts to swirl around Akuma, encompassing him entirely as the forests and trees start to fly away while Goblin stands there watching him without flinching. After a few seconds, the swirling, red vortex around Akuma disappears, revealing the demon. But something is different, as Akuma is now sporting white hair instead of red, a dark purple gi, and a slightly darker shade of skin tone, with the red aura still surrounding him.

"My fists bleed death!" SHIN Akuma said, using his full power. "Welcome to your doom!" He declared as he stomps on one foot and gets ready to fight.

 ** _"_** ** _Fine…"_** Goblin said with a slight grin on his face, as a dark red aura starts to surround Goblin, signifying his new power. **_"I will give you your fight, but I won't kill you! Being my slave for all eternity…"_** The sky starts to crackle as it starts to turn red because of the power these fighters have at their disposal. **_"…IS A FAITH MUCH WORSE THAN DEATH! HRRRAAAAAGHH!"_** He starts charging at Akuma.

"HAAAAAAHHH!" Shin Akuma yelled out as he starts charging at Goblin. As the two collide fists, their power was so massive, the island itself starts to shatter and the ocean almost disappears entirely. What will be the outcome of this incredible match up? Who will come out on top: Shin Akuma or this newly powered up Goblin?

* * *

 **The Next Day at Beacon**

Team RWBYP, including Peter this time, are all currently in Professor Port's classroom. While the Professor is talking to himself about random stuff on front, Weiss is patiently waiting out the minute left on her holographic clock displayed on her desk. She slightly turns to her head to the top left of the room to see Peter sitting there alone, looking very impatient as if he needs to be somewhere right away. She looks back at her clock just as Jaune slides up next to her.

"So, Weiss, y'know, uh, I-I was thinking after this, maybe we could go grab a bite to eat?" Jaune asked her, turning to his teacher for a second before turning back around. "And, uh um, I-I've got two tickets to that new Spruce Willis movie, if you wanna make the trip to Vale. I hear it's awesome." He paused himself since it doesn't seem like Weiss is listening to him at all. "Aaaand maybe after that, we could study together? I mean, you're smart and I'm, uh... Y'know."

Finally, the clock in front of Weiss beeps as it changes from 3:59 to 4:00, and she dismisses it with a wave of her hand. The professor doesn't seem to notice the alarm, as he was currently posing as a towering monster that was about to attack. "And then I- Oh." Port straightens his stance as his students start to leave. "Timed that one wrong, I guess. Well, the stunning conclusion to this story will have to wait. Until next time!" He dismissed the class.

"Finally!" Peter said as he immediately gets up and starts running out the door, leaving his teammates behind. Weiss sees this, wondering to herself where he might be going.

She picks up her Scroll while Jaune continues to talk to her. "Weiss? Did you hear me?" He asked her while she walks away, not even looking back at him.

"No, no, no, yes." Weiss answered all his questions, making him groan and does a faceplant into his desk.

As the rest of Team RWBYP walk out of the class behind him, Yang ruffles Jaune's hair without even looking. "One day." She said to him.

* * *

The gang, minus Peter, are all back at their dorm, with new outfits as they get ready to start their investigation.

"I thought that class would never end." Blake said while approaching her bunk, tightening her wraps.

"Alright, guys, today's the day! The investigation begins!" Ruby shouted happily, dropping down from mattress and onto the floor, with her arms raised excitedly.

"I'm so glad to see we're taking this so seriously." Weiss said sarcastically.

Ruby looks around the room for a bit, noticing that Peter is not here. "Where's Peter?" She asked the team.

"How should we know?! He's been ignoring us since morning, barely saying a word to us!" Weiss answered her. "I'm telling you guys, something is up with him, and I doubt it involves his job!" She said, starting to doubt Peter on what he could be really doing.

"I've tried contacting him about our plans, but he never answered his Webware." Yang said from her bed. "He must be really determined to do this investigation thing alone. I wonder why he's dodging us. Aren't we his friends?" She asked while laying down on her bed.

"Blake…" Weiss turns to her. "Has Peter told you anything else about what he's doing? Is he hiding something we don't know about?"

"N-No, no!" Blake said frantically while waving her hands in the air, not wanting to say anything about Peter being Spider-Man, but she doesn't know how long she could hide it forever. "I don't what he's hiding! He hasn't told me anything besides what we might be up against!"

"Mm-hmm." Weiss said, not entirely convinced by her answer. She could tell that something is seriously up, but doesn't have the time to say anything now.

"Alright! Does everyone remember their roles?" Ruby asked her team.

"You and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family, it shouldn't be a problem." Weiss answered her.

"The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning, maybe find out more about this Professor as well." Blake answered.

"I have an old friend on the shady side of town that typically knows everything going on in Vale. Getting information out of him shouldn't be too hard..." Yang answered.

"Great! We'll meet up tonight near Yang to go over what we found." Ruby said, pumping her fist. "Let's do this!"

"Yeah!" Sun said from outside the window, hanging upside-down by his tail.

The whole team is taken aback from his sudden appearance. "Sun!" Blake said, surprised and alarmed.

"How did you get up here?" Yang asked him.

"Ah, it's easy; I do it all the time." Sun answered her.

"You do what?!" Weiss asked him.

"I climb trees all the time!" Sun said, without reacting to Weiss' scowl. He flips into their dorm room. "So, are we finally getting back at that Torchwick guy?"

Blake moves forward to him. "We are going to investigate the situation... as a team." She told him.

"Sorry, Sun." Ruby apologized to him. "We don't want to get friends involved if we don't have to." She then puts her hand under her chin. "That's probably the reason why Peter doesn't want us to get involved."

"Psh! That's dumb! We should always get friends involved! That's why I brought Neptune!" Sun said, gesturing out of the window.

The girls lean out of the window to see Neptune standing outside, cool as he can be. "'Sup?"

"How did you even get up here?" Ruby asked him.

"I have my ways." Neptune replied, standing on a very thin ledge circling the building under the windows. "Seriously, though, can I come in? We're like, really high up right now." He asked nerviously.

Inside the dorm room, the group are standing in a circle as Ruby lays down the new plan. "Alright, I'll go with Weiss; Sun, you can go with Blake." She said pushing Neptune past Weiss, while the blue hair kid slips her a wink, causing Weiss to look mildly shocked but then comes to her senses quickly. "And Neptune, you can go with Yang since she doesn't have a partner. Everyone good?" She asked to make sure everyone is ready.

"Actually, Ruby, why don't you go with Yang?" Weiss asked her, clearly wanting to go with Neptune. "After all, she is your sister."

Ruby pushed Neptune, who is stiff as a board, right next to Yang. When she is done pushing him, he rocks back and forth looking nervous. Yang put her hand on his shoulder to stop him from rocking. "But, Weiss, who would go with you, then?" Ruby asked her.

"Well…I guess Neptune could come with me."

Neptune puts on a suave look and points at Weiss, but the team leader cracks up, rejecting her idea. "Hahaha, nah!"

Weiss is obviously less than amused, but doesn't do anything to stop Ruby from pulling her by the back out the door.

"But! But!" Weiss tries to say something while sticking her arms out fruitlessly, trying get back to Neptune, but she and Ruby are long gone.

"We should get going to." Blake said as she and Sun start leaving the room.

"Hahahaha…" A faint laugh was heard from outside the window.

"Ugh, did anyone hear that?" Sun asked the remaining group members.

"I didn't hear anything." Neptune answered him.

"You sure it wasn't your imagination?" Yang asked him.

"I could've swore I heard something." Sun said while looking outside the window.

"C'mon, we can worry about that later." Blake said while dragging him out the door. As everyone else leaves the room, they didn't notice someone with a green mask on a glider from outside their room before flying off.

* * *

Ruby and Weiss are seen walking outside of the CCT tower that looms over the sparse trees growing around the crossroads below.

"Woooow! I forget how big the Transmit tower looks up close!" Ruby said amazed.

"You should see the one in Atlas!" Weiss told her.

"That was the first one, right?" Ruby asked her.

"Correct." Weiss answered her. "Atlas developed the Cross Continental Transmit System to allow the four kingdoms to communicate with one another. It was their gift to the world after the Great War." She gave Ruby a little history lesson.

"Oooh, look at me! My name's Weiss! I know facts! I'm rich!" Ruby acted all high and mighty, snorting into her hands at Weiss' frown.

"Don't be a pest! Besides, the only reason we're here is because you like the tower so much! We could have just as easily made a call from the library!" Weiss said to her.

"I know, but it's so coool! Ooh, I'm going to take a picture!" Ruby grabs her Scroll from her pocket, but because of her excitement, it's launched from her hands, bouncing along the pavement until it lands at Penny's feet.

"Oh!" Penny picks up the Scroll and extends towards the clumsy teen. "You dropped this."

"Penny?!" Ruby said, shocked to see her friend after she mysteriously disappeared after the battle against the U-Foes a while back.

"Uuuh…" Penny said, similarly surprised.

"Where have you been? We haven't seen you since that night at the docks!" Ruby asked her.

"S-Sorry. I think you're confused." Penny answered, followed by a hiccup. She throws the Scroll into Ruby's hands. "Uh…I've got to go!" She quickly turns and walks away.

"What was that about?" Weiss asked, turning to Ruby.

"I don't know, but I'm going to find out." Ruby said as she starts walking in Penny's direction. "You go make your call! I'll meet up with you later!" She shouted at her partner.

"Wait!" Weiss shouted to stop her friend, but she doesn't listen, causing her to lower her hand and sigh angrily.

Ruby managed to run up to Penny as she descends the steps until she gets in front of the non-eccentric redhead. "Penny! Where have you been? It's been weeks!"

"There seems to be a…misunderstanding." Penny replied.

"What?!" Ruby said as Penny continues to walk away. Ruby slides down the rail next to her. "Penny…Is everything okay?" She asked her, but Penny continues forward without reaction, but Ruby grabs her by the arm. "Penny, please stop!" She said to her, prompting Penny to finally stop and listen to what she has to say. "Look, I don't know what's wrong, but you have to listen to me! Those guys we fought at the docks, we think they're up to something big, something bad! And we also expect there is someone out there even more bad than the White Fang, and we fear that Peter may be involved somehow! I need you to tell me what happened to you that night! Please... As a friend."

Penny sighs, glancing to her sides swiftly, as she walks over to Ruby's side and leans in close. "It isn't safe to talk here." She said to Ruby as she looks around suspiciously, much to Ruby's confusion.

* * *

Weiss walks through the grand, glowing lobby of the tower with pride, avoiding the central terminal and heading straight for the elevator doors, which slide open automatically and close when she's inside. The voice of the CCT AI is projected from a panel near the door.

 _"_ _Hello. Welcome to the CCT. How may I help you?"_ The AI asked the heiress.

"I'd like to go to the communications room, please." Weiss replied.

 _"_ _Absolutely. Could you please place your Scroll on the terminal to verify your identity?"_ The AI asked her. Weiss takes out her Scroll and places it as directed. _"Perfect! Thank you, Miss Schnee."_

Upon the elevator going up, Weiss' expressions shift from pleasant to serious. As she enters the room, she sees four symbols on a computer, each one representing each kingdom of Remnant. She walks up to the front desk where a holographic secretary appears in the seat.

 _"_ _Welcome to the Beacon Cross Continental Transmit center. How may I help you?"_ The AI asked Weiss in a polite manner.

"I need to make a call to Schnee Company World Headquarters in Atlas." Weiss replied.

 _"_ _Absolutely."_ The AI starts beeping for a few seconds. "If you could head over to Terminal 3, I'll patch you through."

"Thank you!" Weiss said with a smile and nods before walking over to her assigned cubicle-like computer, passing a few Beacon students in uniform, with one of them talking to their mother about things back at Signal Academy. She sits at her own display while taking a deep, unhappy breath to prepare for the call ahead. The face of a short-haired brunette appears on the monitor with the Schnee snowflake rotating behind her.

 _"_ _Thank you for calling the Atlas-Oh! Miss Schnee! Good afternoon! Would you like me to patch you through to your father? I think your sister Winter might be here as well."_ The Schnee Corp Operator asked her.

"No, thank you! I was actually wondering if you could find some files for me. I've compiled a short list." Weiss said pleasantly. She takes out her Scroll and places it into a slot on the keyboard, creating a few noises as the Operator looks at the data from her side of the screen.

 _"_ _I see. If you don't mind…what may I ask is this for?"_ The Operator asked her curiously.

"School project." Weiss responded.

 _"_ _Um…There are some sensitive documents on this list, ma'am."_ The Operator said nerviously.

"Well, then, I'll be sure to treat them with care." Weiss said.

 _"_ _Right…"_ The Operator said, still nervous. _"Very well…"_ A few noises are heard for a few seconds. _"The data is being transferred to your Scroll now."_

"Wonderful! That will be all, then." Weiss said.

 _"_ _Are you sure you wouldn't like me to patch you through to your father before you go?"_ The Operator asked her again if she wants to talk to her father.

Weiss loses her smile, but quickly replaces it. "Not now, but maybe later then."

 _"_ _Well, then…Have a nice day!"_ The Operator said before the call is dropped.

Just as the call was dropped, Weiss sees someone's reflection from her screen coming from outside the room, almost as if the person was on some sort of glider. "What the..." She quickly turns around to window behind her, but sees nobody there. "I could've sworn as saw somebody out there, but who could it be?" She asked herself as she looks through the window in front of her, not seeing the mysterious person on the glider flying away from outside, laughing to himself.

* * *

Penny is standing alone near a two-story building with patio furniture and is looking around nerviously when a hand grabs her shoulder, causing her to jump. Luckily, it was just Ruby grinning, causing Penny to smile back at her.

"I wish I could help you, Ruby, but I don't know anything about those men, or this new enemy group that you are all chasing." Penny said while the two take a stroll down the street.

"Well, what happened to you that night?" Ruby asked her. "We were all together kicking U-Foe butt, and then you just disappeared! Were you kidnapped?"

"Oh, no! Nothing like that!" Penny answered her.

"Then where did you go?" Ruby asked her.

"I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me very much; he just worries a lot." Penny answered her.

"Believe me, I know the feeling." Ruby said with a grin, causing Penny to grin back. "But why not let us know you were okay?"

"I... was asked not to talk to you. Or Weiss. Or Blake. Or Yang. Or Peter. Anybody, really." Penny responded.

"Was your dad that upset?" Ruby asked her.

"No, it wasn't my father…" Penny started explaining before they both hear the sound of megaphones announcing something, turning around to corner to look at the platform in the center of a plaza where a hologram of James Ironwood is seen before six AK-130 Androids, who are in turn standing in front of two large metal storage cases with the spear-and-shield emblem on their doors.

 _"_ _The AK-130 has been a standard security model of Remnant for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree?"_ Ironwood asked the audience, with all of them clapping causing the drones to take a jerky bow. _"But... the kingdom of Atlas is a kingdom of innovation, and 'fine'... Well, that's just not good enough, is it? Presenting... the Atlesian Knight-200!"_ The doors to the cases roll up, and six new, bulkier, shiner automations stand at attention before knocking their obsolete predecessors down to the applause of the watchers. _"Smarter, sleeker, and admittedly, a little less scary."_ Ironwood said while the robots flex and pose as a demonstration. _"These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require... a human touch."_

"Ruby..?" Penny asked her friend who is too distracted to listen to her.

 _"_ _So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... the Atlesian Paladin!"_ Ironwood's image is replaced with the hologram of a robotic white behemoth, featuring hinged piston legs, large guns for hands, and a rectangular head, standing at least twice as tall as the Knights below it. _'Now, we couldn't have him here for you today, but these mechanized battle suits will be seen defending the borders of our kingdom within the year!'_ Ironwood's voice said to the audience.

"Whoa…" Ruby said in awe.

"Ruby?" Penny asked her with concern. "Maybe we should go somewhere else." She said to her. At the side of the stage, two armored soldiers see Penny, pointing her out and calling in backup. Penny backs away and then breaks into a dead run, which snaps Ruby out of her weapon-awe-induced stupor.

"Penny! Wait! Where are you going?" Ruby asked her, turning back to look at the soldiers chasing after her friend. Realizing Penny's situation, she swiftly follows her in an attempt to catch up down the winding alley.

"Down here! She went this way!" One of the Atlas Soldier said to his partner.

Penny and Ruby run across the street with the soldiers following them, though a honking car nearly runs one over. He manages to brace his hands against the hood, which somehow stops the vehicle, and his partner runs along after the girls.

Ruby is still trying to catch up with Penny, but a high stack of crates on a flimsy support is easily cut down by Crescent Rose, causing a wooden avalanche of boxes to block the path. Seeing Penny right ahead of her, Ruby leaps into the air and lands on the alley wall, ricocheting off to grab Penny around the middle. "This way!" Ruby said, before the two disappear in a flash of red and rose petals.

Ruby dashes away as fast as she can while carrying Penny, but the strain is too great, and they crash to the ground a short while later, with Ruby falling all the way into the street. She gets up slowly, and in her dazed state, she doesn't notice the large truck coming up from behind her until the honking is too late of a warning. She stands up just as she's about to be hit, but from out of nowhere, Penny pushes Ruby out of the way and holds her palms out.

n the split second where the two make contact, the ground beneath Penny cracks and crumbles into pieces, and the From Dust Till Dawn truck is lifted a little ways into the air by the girl's sheer strength. She puts it down, and the Shopkeep stares in awe at the crumples in his hood, just like the Huntress who got saved.

"Penny...? Ruby said with her eyes wide, terrified, and a bit uncertain.

"Are you okay?" Penny asked the Shopkeep.

"Uh-huh…" The Shopkeep said with a nod, even though he is obviously scared. Penny backs away, looking at Ruby's frightened expression, then at the bystanders murmuring to each other in an attempt to understand what just happened. In her panic, she runs from the Atlas soldiers still chasing her down and bumps into Ruby, knocking the poor girl out of her stupor as her friend tries to get away again.

"Penny! Come back!" Ruby starts going after Penny as the people look at the destruction Penny has caused with her bare hands, with the soldiers finding out they have lost their target.

"Um…Uh…" Penny said to herself as she stops as she gets out of the alleyway, looking around for where to run next.

"Penny!" Ruby runs up to her exasperated. "Please! What is going on?! Why are you running? How did you do that?!"

"I-I can't!" Penny said nerviously. "Everything's fine!" She said with a hiccup. "I-I don't want to talk about it!" She said with another hiccup.

"Penny, if you can just tell me what's wrong, I can help you!" Ruby asked her with concern.

"No! No, no! You wouldn't understand..." Penny said, retreating from her friend.

"Let me try! You can trust me!" Ruby said to her.

Penny finally relents after seeing Ruby's face desperately. She remembers the day on how Peter found out about her secret but he quickly accepted it with a smile, so now she's hoping the same will happen with Ruby. "You're my friend, right? You promise you're my friend?!" Penny asked her.

"I promise." Ruby said softly.

Penny is silent for a second but then looks down at her hands. "Ruby…I'm not a real girl." She shows Ruby the toll of stopping the truck her hands, with part of it revealed to have a gray metal underneath. Penny stares sadly at Ruby's face, now completely astounded by her friend's secret.

"Oh." Ruby simply said. "Penny, I-I don't understand…"

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura." Penny said while turning her head to the side sadly. "I'm not real…"

Ruby takes Penny's hands in her own. "Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"

"I don't…um…" Penny leans in close to Ruby's face. "You're…taking this extraordinarily well."

"You're not like those things we saw back there." Ruby said as she taps her chest. "You've got a heart, and a soul; I can feel it!"

"Ooohh…oh Ruby!" Penny grabs Ruby into a hug and shakes her back and forth. "You're the second person besides Peter who accepted me for who I am! You two are the best friends anyone could have!"

"I can see why your father would want to protect such a delicate flower!" Ruby said with a muffled groan.

Penny releases Ruby, now back to her happy, go lucky self. "Oh, he's very sweet! My father's the one that built me! I'm sure you would love him!"

"Wow." Ruby said with a giggle. "He built you all by himself?" She asked her.

"Well, almost! He had some help from Mr. Ironwood." Penny replied.

"The General!?" Ruby said in shock. "Wait…Is why those soldiers were after you?"

"They like to protect me, too!" Penny said.

Ruby scoffs at her answer. "They don't think you can protect yourself?"

"They're not sure if I'm ready yet... One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament." Penny explained to her.

"Penny, what are you talking about? Save the world from what? We're in a time of peace!" Ruby asked before gasping. "Does it have to do with this new enemy?" She asked her quickly.

"Yeah!" Penny happily nodded. "Ironwood said something about a Green…"

"Check down here!" A solider cut her off as two Atlas soldiers approach them.

Penny immediately grabs Ruby by the shoulders. "You have to hide!" She lifts Ruby above her head effortlessly.

Ruby struggles and screams as she is carried toward the dumpster. "Penny, wait! What are you doing? You don't have to go with them! I can help you!" She said as Penny throws her in the trash and lifts the lid so she can still talk.

"It's okay, Ruby. They're not bad people; I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay?" Penny asked her with a stare.

"I promise." Ruby said as she lowers her head into the garbage as the lid is put down, but she lifts it a little to peek at the scene outside.

"There she is!" One of the soldiers said as they approach Penny.

"Sal-u-tations, officers!" Penny greeted them.

"Why were you running? And what happened to the other girl?" The soldiers asked her.

"What girl? I've been by myself all day!" Penny answered with a hiccup before smiling at them.

"You shouldn't cause such a scene." The soldier said.

"Are you okay?" The other one asked her.

Penny shows off her injured palms. "Just a scratch."

"Penny, your father isn't going to be happy about this." One soldier said.

"Please, just come with us." The other one said.

"Yes, sir!" Penny agreed as they all walk away from the alleyway while Ruby looks on in sadness.

"Well, well, what do we have here?" A voice said not too far from where Ruby is.

Ruby is caught off guard from the sudden voice, causing her to fall and close the lid on herself. She then immediately jumps out of the trashcan with her weapon in hand. "Who's there?! Show yourself!" Ruby shouted.

She hears some laughter coming from above, causing her to look up and gasp as she sees three unknown enemies wearing clothing similar to that of the White Fang but with a green/black color scheme and a green mask, almost totally different from the regular White Fang mask. They are all hovering over Ruby on their gliders.

"Who are you people?!" Ruby asked them while getting into defensive mode.

One of the guys on the glider takes out a pumpkin bomb from their glider, ready to throw it at Ruby. "Your destruction!" He said with a laugh, throwing the bomb at Ruby, but the little girl jumps out of the way before it could explode.

"Pumpkin bombs?" Ruby asked herself, never knowing about a weapon like that. She then looks up to see all three guys on their gliders holding out more pumpkin bombs and razor bats in their hands. Ruby's eyes widen in fear from what she is facing. "This might take a while." She said before nervously laughing.

* * *

In the ruined parts of Vale, the sound of Yang's Bumblebee pulls into the street and stops, showing Yang behind the handlebars in her matching helmet.

She takes off the helmet. "Come on, my friend's right in here!" She said as she gets off her bike, revealing Neptune right behind her, with his hair and goggles messed up with a petrified expression of terror on his face.

"Cool…" He said, sounding dizzy. He shakes his head and gets off the cycle, looking around worriedly. "And where exactly is…here?"

"AAAAAAAHHHHH!" Both of them hear a scream coming from inside the bar.

"What was that?!" Neptune asked a bit scared.

"Nothing good, I'm afraid." Yang answered him. "It sounds like there's trouble inside, which is weird since I'm always the one starting it." She said before turning to Neptune. "We should check it out." She told him, with him nodding in response as they both go inside to see what's all the ruckus.

The two of them enter through the destroyed door as they see the entire club in ruins, with all of Junior's henchmen either getting beat up or killed by those guys with the green masks. "Has this always happened whenever you come to this place?!" Neptune asked Yang as they continue to see the henchmen getting killed by explosions from the pumpkin bombs.

"No! This is different! Someone is trying to destroy this place!" Yang replied to him.

"AAAAHH! SOMEONE HELP ME!" Yang turns to the bar to see Junior getting beat up by two of the guys in the mask.

"Huh, Junior!" Yang starts running towards Junior's direction to save him while Neptune deals with the other green goons with his weapon.

"Please! I'll do anything you want! Just don't kill me!" A beat up Junior said in fear, scooting away on the floor from them, as his two attackers are slowly approaching them with laughter.

"Our master wants to see you dead, Junior!" One of the green goons said.

"He thinks you are a nuisance that needs to be taken care of now!" The other green goon said, taking out a razor bat, ready to cut Junior a new one.

"DON'T! PLEASE!" Junior tries to reason with them, but his only response are their insane laughter.

"Hey!" Both of the goons turn around to see Yang ready to fight. "Pick on someone your own size!" She said with a smirk, slamming her arms.

"Ah, just like the master predicted, the blond one is here to get information from this fool." One of the goons said to the other.

Yang lets out a battle cry as she charges at one of the goons with a punch, but just as she is about to punch him, the goon grabs her fist like it was nothing. "What in the…" She said surprised before getting cut off by a powerful kick to the chest. "Man, these guys are tough!" She said while holding onto her chest.

"Let's get rid of her, shall we?" One of the goons asked the other.

"Yes, let's!" The other goon nodded as both of them throw pumpkin bombs at Yang, causing her to run around and using the new shield function that Peter installed in her new gauntlets, to try and to avoid the explosions. She sees a table right in front of her, so she gets the idea to grab it and throw it at the goons, but one of the goons throws a pumpkin bomb at it, causing it to explode, but this gave Yang some cover, as she appears through the smoke cloud with her eyes red, punching the two goons to the ground with her full power.

"And stay down!" Yang said while wiping off the dust from her hands. She turns around to see Neptune running up to her. "Did you take care of your party crashers?" She asked the blue haired kid.

"Yeah, but they surprisingly gave me a lot of trouble for a bit." Neptune told her.

"No kidding." Yang said before staring at her hand. "I had to use all my power to make sure these two stayed down, and that's with these new gauntlets Peter gave me to make them stronger. That's never the case with these low level grunts." She quietly said.

"Uhhhh…" Both of them turn around to see a beaten up Junior down on the ground.

"Junior!" Yang and Neptune help him to his feet. "Are you okay?" She asked him with concern, even though this guy sometimes gets on her nerves whenever she comes her, but he's all beat up and can't leave him like that.

"Ugggghhhh…For once, I'm glad you came and wrecked the joint." Junior said, still weak, as they help sit down in a chair that wasn't destroyed.

"What in the world happened? Who were those guys that attacked you?" Neptune asked him.

"They came out of nowhere, started tearing up the joint, killing most of my men all while just laughing like it was some game. Ugh." Junior explained before grunting in pain.

"Do you know who did this?" Yang asked him.

"I'm not entirely sure, but it might be the same guy that came here a few months back." Junior answered with his hand on his beaten up face.

"What guy?" Neptune asked him.

As Junior starts to remember the events of that day, he starts to have a PTSD moment, causing him to breath heavily from that traumatic experience. "Junior, calm down!" Yang said to him by holding him down from his shoulders.

"Ugh, sorry about that." Junior calmed down, putting his hand over his now sweaty face. "That guy, I never seen anyone like him. He came in wearing a purple cloak covering his entire body and asked me if there were any other terrorist group besides the White Fang. Naturally, I told him to get out because I didn't want to deal with a nut like him, so I ordered my men to kill the guy. But, nothing seemed to work on him. Bullets, knives, even those two girls from before didn't stand a chance against him as he killed all of my men that night. It was terrifying. He had was so big, scary, had the power to use fire that are too gruesome to explain. And hose red, sinister eyes of his…" He said before looking at Yang. "He was more terrifying than you could ever be."

"That's…" Yang puts up her finger trying to think of something clever to say, but nothing comes up. "…a problem."

"Do you think this might be the guy your friend Peter is looking into?" Neptune asked her.

Yang frowned from that question. "I certainly hope not. This sounds like someone you don't want to tangle alone." She puts on a serious face before looking at Neptune. "We need to find a way to contact him. He could be in trouble."

"Agreed." Neptune said with a nod.

* * *

Blake's fingers trace three scratch marks on a wall before peeking around its corner and seeing a pair of horned Faunus as they are ushered into a building by a bearded man.

"This is it." She turned to Sun.

"You sure?" Sun asked her, who gives him a glare and starts moving towards the entrance while unfastening her bow. "Y'know, I'm just gonna take your word for it." He said, as the two walk inside the building inside the building to a hallway filled with cases, seeing another man announcing "New recruits, keep to the right!" at the young pair as they follow. "I don't get it." Sun said while holding out the half-mask in his hand. "If you believe what you're doing is right, why hide who you are?" He asked.

"The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake explained to him.

"Grimm masks…That's kind of dark." Sun expressed.

"So was the guy who started it." Blake said while putting on her mask and walks on.

"Always sunshine and rainbows with you…" Sun said while following her lead.

The new recruits to the White Fang are moving in a line to the side of the stage, a mere few dozen compared to the hundreds of white-vested, black-hooded soldiers to their left and up above in the balconies. Blake and Sun look around themselves when they stop, and a fully-masked man with tattoos standing starts speaking before the large sheet emblazoned with the bloody wolf and claw marks.

"Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for so long!" A White Fang Lieutenant said as he introduces Torchwick smiling confidently.

The people in the crowd aren't too happy that a human is with them as Roman waves mockingly at the protester. "Thank you, thank you!" He said as while a girl named Neopolitan walks out from behind the sheet. "Please, hold your applause!"

"What's a human doing here?!" An Antler Faunus shouted from the crowd.

"I'm glad you asked, "Deerie"! Now, I'll be the first to admit, humans... are the worst." Roman answered as he salutes as an example. "Case in point. So, I understand why you would like to see us all locked away, or, better yet, killed!"

"So, is he going somewhere with this?" Sun asked Blake as he leans over her.

Roman continues his speech. "But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms, and most all, that no, good for nothing wall-crawler, SPIDER-MAN!" He shouted, causing the crowd to start agreeing with him while Blake gulps for her friend's safety. "The Spider, the government, the military, and even the schools: they're all to blame for your lot in life, mostly the Spider!" He said, causing the crowd to cheer for him as the two Faunus heroes look at each for a second. "Him and all those goody-two shoes that follow him needs to be dealt with permantely! Fortunately, I'm the best exterminator around…No offense to any rodents in the room." He said before snapping his fingers, causing the curtains to fall, and the whole mass of Faunus applaud at the sight of the Atlesian Paladin-290 behind it, with the mark of the White Fang painted on its shoulder.

"Whoa, that's a big robot…" Sun said in awe.

"How did he get that?" Blake asked.

"As some of you may have heard, this right here..." Roman started talking again, taping the giant mech behind him. "...is Atlas' newest defense against all the scary things in the world. And thanks to my "employer", we've managed to snag a few before they, uh, "hit the shelves". Not only that, one of my… associates... is currently working on a new robot army that will surely destroy Spider-Man for good! We call them: The Spider Slayers!" He said while raising his arms into the air, causing the crowd to cheer for him again.

"Spider-Slayers…" Sun said.

"This isn't good for Pe-, I mean Spider-Man!" Blake said, catching herself before spilling his secret to Sun.

"Did you say something?" Sun asked her.

"No, no, no! I almost bit my tongue, that's all." Blake answered him with a nervous laugh.

"Okay." Sun said before turning around, allowing Blake to let out a sigh of relief.

"Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine…But if you truly want to destroy the Spider at any cost, truly ready to fight for what you believe in, this is the arsenal I can provide you. And questions?" Roman asked the audience's roaring applause tells him the answer.

"We should get out of here." Blake said to Sun.

"Will all new recruits, please come forward!" The White Fang Lieutenant said, getting everyone in a line.

"Welp!" Sun said as they are sort of forced to get in line.

The White Fang Lieutenant sees Blake and Sun in the crowd, followed by a creepy smile on his face. He places his finger into his earpiece. "The cat Faunus and her friend is here. Get ready to attack." He talked to someone through his earpiece.

The White Fang are cheering loudly as the recruits are matched to the stage, with Blake and Sun almost having no other choice but to follow along.

"What are we going to do?!" Sun whispered to Blake.

"I'm thinking…" Blake told him.

Sun sees Roman leaning onto the robot smoking his cigar and laughing with Neo besides him. He then sees the two with a frown. "He sees us…" Sun said as he tries to smile and wave.

Suddenly, a couple of pumpkin bombs are thrown through each window as they start to beep. "What the?!" Sun asked as they all start to explode, surrounding the area with black smoke. Some of the recruits and even some of the White Fang near the bombs were killed in the explosion, while Roman and Neo are coughing from all that black smoke and fire.

"We should use this opportunity to run!" Sun said to Blake.

"Agreed!" Blake said as they both run out of the building through the window. The two of them land on the ground as they see pumpkin bombs all around them. "This is bad! Run!" She shouted as the two of them start running from the bombs that started to explode.

"HAHAHAHA!" The two of them see a couple of guys in green masks on glider laughing at them while also throwing more pumpkin bombs at the two, but they were able to dodge them.

"Don't these guys look familiar?!" Sun shouted as he continues to dodge the pumpkin bombs.

"What do you mean?!" Blake asked him while trying to shoot them down with her gun, but the guys on the gliders are easily able to dodge her bullets.

"Well, judging from their clothing, they almost look like White Fang goons!" Sun shouted.

"What?! That's impossible!" Blake shouted before dodging more pumpkin bombs from the ground. "That means whoever we're dealing with is using the White Fang as his own army! What kind of monster would do that?!"

Before they could try and retaliate against these corrupted White Fang goons, Roman, in his mechanized battle suit, crashes through the wall and starts chasing after Blake and Sun, as the two jump and flip from rooftop to rooftop, trying to avoid both Roman and the guys on the gliders.

"So wouldn't happen to have…oh, I don't know…some form of backup?!" Sun urgently asked her while amidst in the air.

"On it!" Blake grabs her Scroll and puts it to her ear as she and Sun continue to jump from the pumpkin bombs being thrown at them.

* * *

Weiss is leaving the CCT tower's elevator when she grabs her own Scroll to hear what Blake has to say. _"Everyone! If you can hear me, we need back-."_

 _"_ _HEEEEELLLP! WE'RE BEING ATTACKED BY GUYS IN GLIDERS AND THROWING PUMPKIN BOMBS AT US!"_ Sun yelled from the background.

"A glider…" Weiss said to herself. "Was that what I saw before?" She asked herself but rolls her eyes before running out the door.

* * *

Ruby is standing near the dumpster where she just beaten those three guys with the pumpkin bombs, staring at her Scroll.

 _"_ _There's also a big robot! And it's big! Really big!"_ Sun shouted from the Scroll.

"Oh, I am not missing this!" Ruby excitedly said as she leaves the unconscious green goons to join the fight.

* * *

Yang is back on the motorcycle in her helmet and sunglasses with Neptune looking at the Scroll in her hand over her shoulder.

 _"_ _That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something! But the guys with the gliders might be connected to this new enemy we've been trying to investigate about!"_ Sun told everyone through the Scroll.

"Where are you guys?" Yang asked them, and like clockwork, Blake and Sun are seen running through the street, dodging pumpkin bombs from laughing guys on gliders, and the Paladin hot on their heels.

 _"_ _HURRYYYY!"_ Sun said through both his Scroll and in person.

"I think that was them." Neptune pointed out the obvious.

"Yeah, I got it." Yang puts away the Scroll and quickly circles her ride around, much to Neptune's alarm, and drives off to follow them.

* * *

Blake and Sun somehow make it to the highways, jumping down into the busy street and continuing their escape by hopping on cars while the Paladin and the enemy gliders follows them by pushing vehicles out of the way or by bombing them up respectively. Sun pauses to look at their pursuer's path of destruction and offer a quick "Whoa!" before leaping onto more cars, much to the anger of Roman inside the robot, his face surrounded by blue holographic screens.

"Wow, Torchwick! Can't you kill these guys already? You are so terrible at your job!" One of the guys in the glider taunted him with a laugh.

"Shut up! Who are you people anyways?" Roman asked them from his mech suit.

"We aren't telling!" Another guy in a glider told him with a laugh. "All we know that we're ordered to kill the Spider's annoying girlfriends! Get in our way and we will delightfully destroy you too!"

"Well you don't have to tell me twice!" Roman told him before continuing to charge through the highway.

Yang and Neptune are able to follow the mech suit on their ride, coming up next to it as it runs. "We've gotta slow it down!" Yang said.

"Got it!" Neptune said as he reaches for his gun.

"Oooohh, Rooomaaaan!" One of the goons on the glider said in a singing voice to warn him, prompting him to crash into a multitude of cars with the Paladin's strong bulk, sending them flying towards his chasers.

"Hold on!" Yang told Neptune.

"Wuh-oh…" He said, leaning her bike to the side in avoidance of flying debris while Neptune flails in a panic. Back on two wheels again, Neptune unslings his weapon, aims as sparks start flying, and fires several bolts of blue electricity at the Paladin and the gliders, causing Roman to grimace from the force of the attacks, but the gliders were easily able to dodge the attacks.

"Wow, that was _shockingly_ terrible!" One of the goons joked before all of the goons start laughing.

"Ugh, and I thought me and Peter's puns were bad." Yang said, clearly not a fan of that pun.

Switching strategies, Neptune flips the gun and it grows a shaft and an energy blade at the end, then jumps from Yang's bike as the spear's head splits in three and drives it into the top of the Paladin. Sun and Blake pause in their car-hopping to look back.

"Neptune, hang on!" Sun said to him. Neptune is trying his best, but the mech keeps bucking and threatens to make him fall. Closing his eyes, Sun smashes his palms together, and from the golden Aura around him, his Semblance creates two glowing outlines that copy their creator, leaping off and going back over the tops of vehicles to collide into the Paladin's front. They explode into blinding light upon contact to let Sun leap forward with his staff held high, but Roman finally turns enough to send Neptune flying off and knocking into his leader.

"Here's one for the road, boys! Try not to have a _falling out_ who gets it first!" One of the guys in the glider joked as he throws a pumpkin bomb at the two, blowing it up in their faces as they land somewhere out of the highway.

"SUN! NEPTUNE!" Blake shouted for her friends, wondering if they are okay. She then looks from her spot as she hears a voice from her Scroll.

 _"_ _Blake! I'm in position!"_ Weiss said from her Scroll. She is seen twirling over a highway and landing in the middle of the road, holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her Crescent Rose out in scythe form.

The Paladin stands back up, and the rest of Team RWBY falls beside their leader to take up positions. The guys in the glider hover over Roman's mech, laughing at his expense.

"HAHAHA! You really are pathetic, Roman! Can't handle a few pathetic, weak girls!" One of the guys in the glider said.

"Weak?! Who are you calling weak?!" Yang shouted in anger at him.

"You, of course!" He responded with a laugh, causing Yang to growl at him.

"If you guys think you're so tough, why not finish them yourselves?" Roman asked them from his mech.

"We'd love to, but we have other things to take care of!" One of the other guys on the gliders said as they all start leaving the area. "But, don't worry, if you do fail, which you will, I'm sure someone we know will put an end to them! He's been very eager to meet these four!"

"These friends of the Spider will soon learn what true terror is all about! They will learn what pure evil REALLY is! AHAHAHAHAHA!" One of them laugh before they all start leaving entirely.

"I have no idea what they are saying is making any sense. No matter…" Roman starts moving the robot slowly towards the girls.

"Freezer Burn!" Ruby shouted as she and Blake jump back out of the way as Weiss performs her same ice-circle trick, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Roman. Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby, who slashes the metal with her blade, causing it to falter.

"Checkmate!" Ruby said, with Blake and Weiss going in this time with each girl going for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backwards before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

"Ladybug! Ruby shouted while running into the fray. She shoots herself forward and cuts at the robot's legs, then turns as Blake aims herself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman is knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

"Yang!" Blake shouted to see if her friend is okay.

"Don't worry!" Ruby assured her. "With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special."

Yang slowly gets back on her feet, hair burning a brilliant white as she clenches her fists. Sensing victory, Roman throws a punch, but Yang catches it in her own hand, causing the ground cracking beneath her, and her eyes glow red with rage, smashes her knuckles into the second arm, obliterating it under her force.

Getting desperate with his armless robot, Roman immediately kicks Yang to the side, but as she passes her sister and teammates...

"Bumblebee!" Ruby shouted for another team combo as Blake throws her Gambol Shroud out for Yang to catch while flying, and the Faunus uses the momentum to swing the glowing girl around for a final hit to the robot. Roman, however, steps out of the way just in time to avoid complete destruction.

"We have to slow it down!" Ruby said.

"And how do you propose we do that?" Weiss asked her.

"Ice Flower!" Ruby shouted, as the twirl their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body, Blake swings her partner around in a circle one more time, but with Roman unable to move, the Paladin is hit by the speed and power of Yang's fists, flying into the air before crashing down in a hundred pieces and a defeated criminal.

Roman gets up, a bit dazed but unharmed, as he inspects the damage while brushing himself off. "Just got this thing cleaned…" He said as he looks up to see Yang, still with that burning power of the attacks she absorbed, fire a single shot at the defenseless thief, but he's saved at the last instant when the two-toned girl seen before drops in front of him and merely opens her pink umbrella, deflecting the blast entirely. The new arrival hangs the weapon over her shoulder as Roman addresses the victors.

"Ladies, Ice Queen…" Roman said.

"Hey!" Weiss said, offended by that nickname.

"Always a pleasure! Neo, if you would..." Roman turns to her new partner. The pink-and-brown girl curtsies her enemies with a bow, but Yang will have none of it, charging forth with fists raised to strike the outlaws... only to break their image as if made out of a mirror and turn just in time to see them escape in a Bullhead. The rest of team RWBY runs up to Yang's side, now cooled down with the end of the fight.

"So I guess he got a new henchman…" Yang said as they all look at Torchwick escaping.

"Yeah, I guess she really made our plans…fall apart!" Weiss punned with a smile, causing Ruby to giggle, and Blake starts walking away.

"No. Just…no." Yang told her, clearly not impressed by her pun.

"What- But, you and Peter do it all the time!" Weiss said mad.

"There's a time and a place for jokes." Yang told her.

"Was this not it?" Weiss asked her.

"No, it just wasn't very good." Yang said as she follows Blake.

"Well, at least I'm trying!" Weiss said while she walks away with her teammates.

"Wait…Where are Sun and Neptune?" Ruby wonders.

* * *

Sun and Neptune are sitting in the middle stools of the "A Simple Wok Noodle House" eating their plates of noodles with the Shopkeep behind the counter and their weapons leaning on the other two stools.

"They're probably fine, right?" Neptune asked Sun.

"Probably." He answered as Neptune turns back to his noodles.

* * *

Team RWBYP, except Peter, are walking underneath the highways as they try to find their way back. "I do wonder though?" Blake puts her hand underneath her chin.

"Wonder what, Blake?" Yang asked her as they walk on the empty highway together.

"Those guys on the gliders…" Blake turned to her team. "They seemed to be the White Fang but under some influence I do not know."

"Well, that explains the guys that I fought why they turned back to normal White Fang folk." Ruby said.

"I wonder who this new enemy is if he can control the White Fang?" Weiss asked the team.

"Whoever this guy is, I hope Peter is okay." Yang said with worry for her boyfriend. "This enemy doesn't seem like one you can't beat on your own."

"Where is Peter, anyways?!" Weiss shouted, wanting to know an answer. "I'm certain he's hiding something from us if he didn't come and help us out!"

"I'm getting worried guys, like, REALLY worried." Ruby said with a frown while rubbing her arm. "What if something has happened to him?"

"I'm sure he's fine, I hope so." Blake said, wondering what is going on with him and where he is at the moment. Weiss looks at her suspiciously, as she can tell Blake is hiding something about Peter that the rest doesn't seem to know about. But before she could say anything, Ruby's eyes' widen in fear as she sees something in the sky.

"WHAT IS THAT!?" She shouted pointing at the sky. The rest of the girls look up to see some sort of fiery, orange figure about to crash down at them. "IT'S A MEOTER! RUN!" She ordered as they all run away from the object that is on fire, as it crashed down to the ground, creating a massive crater where it landed.

The girls barely managed to avoid the collision, coughing from all the fire and smoke from that weird meteor. "Is everyone okay?" Ruby asked the rest of her team.

"We're good!" Yang said as she, Blake, and Weiss get up from the ground.

"What was that anyways?" Weiss asked the team.

"I don't think it was a meteor." Blake answered as she sees something walking out of the smoke and fire.

 **BGM- Dragon Ball Super OST 46 - Frieza is Resurrected**

All four girls are staring at the smoke and fire as something sinister looking is walking out of it. They see some sort of monster wearing a cloak with his head lowered so they won't see his face. With each step this monster takes, they feel like the ground is shaking as if an earthquake is happening. Finally, after a few steps, the monster with the cloak is now standing in front of the mess he made as he moves his head up, with the only things the girls could see under his hood are red, demonic looking eyes, and the inside of his mouth looking like it's on fire.

"Uh, girls!" Ruby said while they all look in fear at what they are looking at. "Who's the guy in the purple cloak that is staring straight at us as if he wants to kill us?"

"He must be the guy Junior talked about." Yang said, still looking in fear at this monster that's in front of them. "But, I almost thought he was exaggerating."

"Could this be who those guys on the glider work for?" Weiss asked in fear.

"I…I don't know…" Blake said speechless, as they all continue to look at a monster they never seen before.

 ** _"_** ** _HHHURRRRAAAAAAAAAAAAGGGGGGGGHHHH!"_** The monster lets out a powerful roar to the heavens, creating shockwaves from his body, destroying all the holographic windows on all the highways at a 30-mile radius, knocking off the cars off road. The girls could barely stand up from that powerful roar before he stops. The all look again at the monster, now even more terrified at the power he possesses. The all see that the monster is now smiling with an evil intent. **_"Hehehehe HAHAHAHAHAHHAHA!"_** The monster laughs at their feared faces before his red eyes start to glow brighter and more menacing. **_"Now it is your time to die."_** The Green Goblin said with a grin, looking forward to the torment he's going to give the girls in front of him.

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So, Masked Rouge, I'm going to call you that, where am I going again?**

 **Raven: I have some sightings of an unknown ship at Forever Fall. It might lead you to wherever Goblin's true hideout might be at.**

 **Spider-Man: Greeeeat! Now I'm heading to enemy territory. I'm sure all the Grimm, Goblin Goons, Androids, and those Ultron looking drones will be so happy to see me this soon. Let's just hope that the Goblin isn't there waiting for me because I kind of don't feel like fighting him anymore.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Goblin Island_**

 **Spider-Man: Oh, please don't screw this up Spidey.**

* * *

 **KFX here: So next chapter, we are going to see what Peter has been doing while his friends are doing their own investigation. Don't worry, after the next chapter, we'll start the three-parter, don't worry. I'm sure the girls will have an easy time taking on the Goblin (Hint: They won't.) Oh, and Akuma, what about him? You won't know the answer until later on in the story, probably during Volume 3 we won't see him again.**

 **And "Great Saiyanman54", no, I don't have plans for a Spider-Man/DBZ crossover now. Maybe one day, but I'm currently busy with other things at the moment. Sorry.**


	41. Vol 2 Issue 7: Goblin Island

_Vol 2 Issue 7: Goblin Island_

 **A few hours early, before Team RWBYP encountered the Goblin**

"Man, am I the biggest jerk or what?" Spider-Man asked himself as he is swinging through the bright, afternoon of the city of Vale. "I've been ignoring the girls ever since last night, but what can I say: 'Hi girls, I'm actually Spider-Man and I'm from another dimension, BY THE WAY, I also accidently brought one of Earth's most dangerous villains into your world! Before you know it, your skin might start turning green.'" He finished with a sigh before landing onto a nearby rooftop. "Anyways, where is that masked woman from yesterday? She said we're going to meet right here, unless she gave me the wrong address." He asked himself as he looks around the rooftop.

"Maybe it's because you're not looking hard enough." Spidey tripped on his leg from the sudden voice. He gets up and turns around to see the masked woman from before.

"Hey, it's the Masked Rogue!" Peter greeted her.

The masked woman tilted her head in confusion from that nickname. "What did you call me?" She asked the hero.

"Well, since you won't give me your name for whatever reason, I need to call you something." Spidey answered.

"Don't call me that." The woman told him while crossing her arms.

"Okay, how about: The Masked Avenger." Peter puts his hands in the air to emphasize the name.

"No."

"Ugh, The Lone Ranger."

"Just shut up." The woman told him before putting her hand over her mask as she shakes it. "Seriously, you're even more annoying than my brother." She said to him.

"But I'm also more charming, right?" Spidey asked while pointing to himself.

"No."

"Well, hurt my feelings would ya." Spidey said while folding his arms and looking away from her. "But, I'm still wondering something?"

"Wondering what?" The woman asked him, hoping it's not another nickname for her.

Spidey looks back at her. "Why did Madame Web went to you specifically?" He asked her. "I mean, I can SORT OF understand not coming to me, but why you? What's your stake in this?"

The woman sighed since she's not in the mood to talk, but figured she should say something to at least earn more of his trust. "The reason why Madame Web came to me was because she needed someone sneaky to find out more about the Goblin while also trying not to gain too much suspicion at the same time."

"Hence those portals you create, I guess." Spidey said.

The woman nodded her head in agreement with him. "Correct."

* * *

 **Flashback**

 _'_ _You see, when Madame Web first sensed that Goblin was here in Remnant, she knew that you weren't ready to fight him, and because of his power, tracking him down with her physic powers wasn't enough, so she came to me."_ The woman said, with a flashback of her walking in a forest. As she is walking though, she is surrounded by a purple fog.

"What is this?" The woman with the mask asked herself. She then immediately finds herself in another realm.

"Hello there." The woman turns to see Madame Web smiling while sitting in her chair.

The masked woman takes out her sword and points it at Madame Web. "Who are you, and why did you bring me here?" She asked the woman.

"Calm down, for I am not your enemy." Web assured her.

"So why did you bring me here?" The woman asked her, still pointing her sword at Web.

"I need your help." Web answered her, throwing her a card with the image of a green demon to her hand.

The woman catches it. "What's this?" She asked while looking at the card.

"Your world, including everything in the multiverse, is in grave danger." Web told her as the woman looks up at her. "You see, just recently, an enemy from another dimension has appeared in your world, and is planning something big."

"An enemy from another dimension? That sounds ridiculous, even for me." The woman said while putting away her sword.

"I know it's a bit hard to swallow, but it's the truth." Web said. "This enemy is nothing the people of Remnant has ever seen, with power greater than that of the Maidens AND the relics."

"You must be kidding." The woman said while approaching Madame Web. "There's no enemy like that with that much power. They don't exist, no matter where they're from."

"But it does, and soon, your entire world as you know it will soon change into his own image." Web said. "Everything and everyone you love will be in grave danger. That is why we must act now while we still can."

"Look lady, I already know what will happen to this world, especially at Vale." The woman said, referring to the destruction of Beacon in the original timeline. "But you must be a really old crone if you think I'm gonna buy what you're saying about dimensions and stuff. Even if the entire multiverse is in danger, it's not my problem. The weak die. The strong live. Those are the rules." She said while walking away from Madame Web. "And whoever this enemy is…" She takes out her blade. "I'm sure me and my tribe can handle it."

"Do you really think that your strength will win you the day with this one?" Web asked her, making the masked woman stop in her feet. "Do not underestimate this enemy. Brute force alone will not be enough to win you this, or any battle, missy. Once someone as smart as the Goblin figures it out, they can easily exploit that weakness of yours and take advantage of you." She said, aware of the woman's faults and using strength to win the day.

"Hmph. Goblin, huh?" The woman said before creating a portal in Madame Web's realm. "Thanks for the prep talk, you old crone, but I'll believe you when I see this power of his for myself." She said before leaving in her portal.

 _'_ _Unfortunately, I should've listened to what Madame Web warned me about Goblin, because about a week later, when the Mistral Explosion happened, half of my tribe was wiped out, with me barely surviving the explosion.'_

"Ugh, what happened?" The woman in the mask wakes up from the ground. She immediately got up and to see what has become of half of her tribe. "My people…" She said almost speechless of what happened. "Who in the world done this?" She asked while looking at the destruction.

"It was the Green Goblin." The masked woman turned around to see Madame Web appear in her chair behind her.

"It's you!" The woman said.

"I warned you, didn't I?" Web asked her about their earlier conversation. "This new enemy has power that you couldn't believe, and that was only from shooting a fireball at a red Dust gem."

"Dust?!" The woman asked in shocked, probably the first time she's ever been shocked in her life. "How did a little Dust gem could cause so much damage?!" She asked Madame Web.

"It's with the power that Goblin has in his disposal, and that was from just showing off." Web answered her question. "If he wanted to, he could use his own power to destroy this entire continent without any Dust to help him."

"No way…" The woman said speechless. "I didn't believe what you said before, but…" She looks behind of what remained of half her tribe. "I think I'm starting to regret my previous decision."

"Goblin has power no mere human should have." Madame Web said to her. "He plans on using that power to change everyone in this and every other world into his own slaves. Now do you see. It's not about the survival of the fittest anymore, especially in this battle. We must now use all of our power, all of our skills, in hopes of trying to stop this new menace from taking over all the dimensions."

The woman in the mask clench onto her sword, angry at what Goblin has done to her tribe. "Alright, you win. I'll temporarily help you take down this monster. Not only to have revenge against this Goblin for what he has done to my people, but having someone as crazy and powerful as him being my ruler sounds like a really bad idea. But once this is over, our partnership is done."

"Agreed." Web said to her with a smile, with the two of them now going to work together to do what it takes to stop the Goblin.

 **Flashback Ends**

* * *

"And ever since then, the two of us have been trying to find out where Goblin might be at." The masked woman said to Spidey as they are still on the roof. "It wasn't easy, especially since we don't want Goblin to find out about us, so we had to take our time with this one, but I think we might have found something."

"You did?" Spidey asked surprised.

The woman nodded. "I found out that there is a ship located at the docks at Forever Fall. The ship belongs to a corporation named Merlot Industries."

"Merlot Industries? What's that?" Spidey asked, since he never heard of that company before.

"All you need to know is that it was long shut down years ago for it's crazy experiments, but it sounds like this company might have resurfaced and appears to be working for the Goblin." The woman said to Spidey.

"It makes sense. Osborn owns a company named Oscorp back at my dimension, and that place is too filled with crazy experiments and stuff. So it doesn't sound too surprising that Goblin is working with a company that's as crazy as his own." Spidey said.

"We should move. That ship could leave at any minute now. It could be our only lead to where Goblin's headquarters is located." The woman told him.

"Hold on! You mean you're actually gonna help me out this time?" Spidey asked her.

"If Goblin is located there, I want first crack at him. You can deal with whatever else he has there." The woman said.

"No! We need to stick together! Trust me on this! I have fought Goblin more times than you! Fighting him alone is only going to get you killed." Spidey told her, since he does have the most experience fighting against Goblin.

"Weren't you planning on stopping Goblin all by yourself yesterday?" The woman reminded Peter, calling him out as a hypocrite.

"That's only because I didn't want my friends to get involved in a fight that's not theirs." Spidey answered her. "If it was with any other hero like the Avengers or Sonic, I wouldn't mind the help. But these are my classmates, my friends. They're too inexperienced for this battle. They never been through the stuff I've gone through back on Earth, between fighting aliens and going up against gods." He told her, referencing the times he has helped out the other heroes take on the likes of the Skrulls, Thanos, and even Galactus. "And against someone like Goblin, who is potentially more dangerous than all of them combined, that is definitely a big no no. I don't want them to die because they had to get involved in my fights. It's the reason why I don't tell them my identity because it's the only way to protect them." He said that last one with a frown.

"In any case, we need to stop or at least delay whatever plan Goblin has at his headquarters. So let's move." The woman said without really giving much of a response to what Peter said. She creates a portal right in front of her. "Come on, let's go."

"This is safe, right?" Spidey asked her, wondering about how dangerous her portal is. Unfortunately, she doesn't listen to him as she heads through her red portal. "Hey, wait for me!" Spidey runs through the portal before it closes right behind him.

* * *

 **Forever Fall**

The hero and the Anti-hero arrive at a cliffside at Forever Fall, where they see a ship and a bunch of cargo that are being dropped onto the ship. They also notice a small group of the Goblin Gang watching over the area.

"So, how should we approach this?" Spider-Man whispered to his partner.

"Let's try to sneak into one of the cargo, quietly. And I do mean, QUIETLY." She whispered to him, knowing that Peter can be a loudmouth at times.

"Are you trying to make some kind of point because I'm not following?" Spider-Man asked her, causing her to groan since he doesn't seem to get what she's saying.

 _"_ _How is this kid the key to saving all of our worlds again?"_ She thought in her head before looking back at Spidey. "Just follow my lead." She told him as she jumps down from the cliff.

"Lead the way." Spidey whispered as he follows her down from the cliff. Using their skills, and with the help of Peter's Spider-Sense, the two were able to find an open container that is about to get lifted up to the ship. "Let's go in there." He whispered to her. The two enter the container just as it gets carried to the ship. With everything taken care of, Merlot's ship is then headed out of the forest and into the sea.

"It might take us a while before we get to wherever we're going, so be ready for anything." The woman tells Peter.

"I really hope this doesn't take too long. I didn't even have time to pack some snacks." Spidey said as the ship sets sail.

* * *

 **One hour later**

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Tricell Laboratory 1**

It is night time as the ship arrives at the docks of a huge island, where there are dark clouds surrounding the place. Using his Spider-Sense, Peter can tell that there are no guards in their area. "I think we're clear." He whispered to his partner. The two carefully get out of the container and jump to one of the cliffside, so they won't be caught by any of the guards. "Are we on some kind of island?" Spidey asked as he sees they are surrounded by an ocean of water.

"It would appear so." The masked woman answered him, checking her surroundings to see if anyone is watching them.

"Ah, darn." Spidey said while trying to get a signal from his Webware but nothing is coming up. "Something on this island is jamming my signal. We need to deactivate it first so I can contact General Ironwood to help us out when we're done."

"There." The woman points to a nearby tower not too far from them. "We can probably get a signal from there."

"You might be right. Let's go." Spidey ordered as he web swings to the tower while the woman just jumps from each cliff. After a few seconds of exploring, the two managed to get to the tower without setting off any alarms.

"Let me do this. I AM a science major after all." Spidey said, hacking into the tower's mainframe to shut down the jamming.

"Did that work?" The woman asked him.

"Ugh, barely." Peter answered her as he checks his Webware for any changes. "I'm still getting a weak signal. They're probably a couple more towers here that I need to deactivate if I want to get a full signal."

"Alright. So let's keep looking. We can't stay in one place forever." The masked woman said as they both head out to disable the jammers.

"I'm not sensing Osborn here." Peter said to her while web swinging.

"That probably means he's somewhere else in the world. At least it will make this job a bit easier to finish." The woman said while leaping from cliff to cliff.

"That's honestly a good thing. I don't think I'm ready to take on Osborn now." Spidey told her. After the way he beat my butt before I first got here, I still don't think I'm ready for him. I mean, I've almost completed repairing my Iron Spider Armor, upgrading it to take on someone like Goblin, but…will it be enough?" He asked, but the woman doesn't answer him as they have arrived at the second tower, with Peter doing his usual science stuff to deactivate the jamming, but it still isn't enough. "The signal is getting stronger. Just one more tower should do it." Peter said as they both start looking for the third tower. After some more exploring and avoiding enemy detection, they found the third tower and deactivated the jamming. "Yes! I'm getting a signal." Peter said while looking at his Webware display.

"Good. Now let's head to the middle of the island and find out where the main lab is." The woman said.

"Why do I have a feeling I'm not going to like what we find?" Spidey asked before they both head towards the middle of the island.

They both stop at a cliffside above the giant, middle area of the island, where they could see almost an entire fleet of Goblin Goons, the Goblin Guard robots, Grimm, and even a few drones that are very familiar to Peter.

"Are some of those robots… Ultron?" Peter quietly asked himself while looking at dozens of Ultron droids in the island.

"You know those types of droids?" The woman asked him.

"Yeah." Peter answered her as he turns to her. "Ultron is a killing robot created by one of the Avengers, Doctor Henry Pym, originally to keep peace for the world, but then it became sentient and tried to kill us all and replace us with robots multiple times."

"I'll have to admit. After everything I've experienced in my lifetime, your world sounds a lot more insane than this one." The woman said.

"Why thank you, I think…" Spider-Man said before looking back at the Ultron synthezoids. "I just can't believe Goblin was insane enough to have his own Ultron army. Thankfully, none of them aren't the real ones. There just synthezoids, but I wouldn't be too surprised he does have him somewhere."

"We need to keep moving. Where is the main lab of this place?" She asked while looking around the giant island, filled with numerous buildings and machinery.

 _"_ _Hmmm…"_ Peter looks at his gloves while trying to think of something. _"I wonder…"_ He looks back at his partner. "I might have a plan."

"Will it actually help with our mission, or you trying to make some unfunny joke?" The woman asked him since she's not in the mood for games.

"No, I have a plan. Watch me." Peter sticks himself to the wall, shooting out numerous web lines at all the buildings, making sure that no one sees it or hears it. He crawls onto the middle of the giant webbing he created. "Yes, I can feel it." He said while attached to the web.

"Feel what?" The woman asked him.

"The vibrations through the webbing that is traveling along this entire area. I can sense where they might be the most commotion in this island, and this strand is telling me where the party is at." Peter explained while pointing at one of the buildings.

"How did you know you could do that?" The woman asked him.

"It was something that's been bugging me for a while now while I've been web swinging through the island, like I could sense the vibrations coming from the webbing. Probably a new ability that I just unlocked because more and more of my dormant powers are kicking in." Peter explained, remembering what Madame Web told him that even though his hibernation wasn't complete, he would still gain his new abilities slowly over time.

"Sounds pretty useful, so let's keep moving." The woman said as both she and Peter head towards one of the buildings.

* * *

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Tricell Laboratory 2**

The two enter the main lab building of the island, where there are dozens of guards all around the facility. As one Ultron drone walk past a hallway, Spider-Man and his mystery partner are hiding behind the corner.

"Getting past these guards is gonna be a lot tougher than I thought." Spidey whispered as he looks around the hallway to find a few robot guards still in the area. "Luckily, I can calibrate my Webware to turn us both invisible, so we can walk past all the guards without trouble." He said while touching some buttons on his wrist device. After a few seconds, he flashes a light from his Webware and at his partner. "There. Now we're invisible to the guards but we can still see each other." He told her.

"Good job. Now let's find out where Goblin keeps the important stuff." The woman said as she moves out of the corner.

"Hey, wait for me." Spidey whispered as he quickly runs to catch up with her.

The two explored the building, trying hard not to trigger any alarms and get the attention of the thousands of guards lurking in the area. After some exploring, they stumble upon a room filled with tanks of a certain green liquid.

"This is it." Spidey whispered to her as they approach the tanks of goo. "This is more of that ISO-OZ formula Goblin created back on Earth. That means his Hellcarrier made the trip as well, along with all the ISO-8 he must have stored there."

"He looks like he has enough to transform all of Remnant into his own goblin army, possibly beyond that." The woman said. "We need to destroy them and fast." She said while getting out her sword.

"Way ahead of you." Spidey said, getting his web shooters ready to destroy some tanks.

* * *

"Okay, let's see what I can do here." Merlot said to himself, tinkering with a few inventions he has been working on. Suddenly, the alarm goes off in his lab. "What is going on?!" He asked as he goes to his computer to check out the camera feed. His face is struck with shock to find out that the ISO-OZ formula tanks in one section of the building has been destroyed. "NOOO! The formula!" He shouted while holding onto his hair. "Who could have done this?! No matter!" He presses a button on his keyboard. "Guards! Find the intruders and destroy them! We can't let them stop what the master has planned!" He ordered the guards in the building.

* * *

Spidey and the woman are running/swinging through the hallway, still in stealth mode, destroying all the tanks of the ISO-OZ formula they find while also running from the guards.

"Glad they still can't see us or else this would be a lot harder and more annoying." Spidey said while swinging through the hallway.

"Let's just find more of this formula and get out of here. Who knows when the Goblin will be back." The woman said as they approach a blue, empty room, with the only thing in the middle is a medium size machine. "What's that, because that doesn't seem like any ISO-OZ formula?" She asked while the two approach it.

"I don't know, but it seems to be powered by the ISO-8 from what it looks like." Spidey said, checking the energy readings of the machine with his Webware. As they get closer and closer to the machine, Peter's Spider-Sense tingles for danger. "Get back!" He said, prompting the two of them to back off from the machine as something big and mean looking is in front of the machine. This new foe has blue skin and torn up yellow pants, holding two, small steel beams in each hand while also shooting out electricity from its body, causing the stealth mode from Peter's Webware to short circuit and deactivate, leaving the two in the open. "Ah, great. That's just great." Peter said sarcastically.

"So, what do we have here?" A voice coming from one of the big TV screens in the area. The screen turns on to show Dr. Merlot in it, with his green skin and everything. "So, you're the Spider-Man, Goblin has been talking about." Merlot said to the hero.

"Yeah, and who are you?" Spidey asked the green doctor.

"The name's Dr. Merlot, and I advise you to not break my precious machine." Merlot introduced himself.

"Care to tell us what is so important about this machine of yours." Spider-Man said while pointing at the machine behind this Elec-Goblin creature.

"Fat chance, Bug! Even if I wanted to tell you, I can't, since Goblin can control what I say and what I do thanks to the ISO-OZ formula that runs through my veins." Merlot explained.

"Ah, figures." Spidey said while face palming.

"Enough talk." Spider-Man's partner said while taking out her sword. "If it's important, then let's destroy it."

"I was already planning on doing that." Spidey said, webbing up his fists while taking fighting position.

 **BGM- Ultimate Spider-Man Game OST- Electro Theme 1**

"Elec-Goblin! Get them! Destroy them for our master!" Merlot ordered him from his screen before turning it off.

"You're not the most energy proficient, are you?" Spidey taunted him while crossing his arms.

"You cannot defeat me!" Elec-Goblin declared.

"Try it!" The masked woman points her sword at the monster and charges straight at him. The Elec-Goblin shoots out blue balls of electricity at her, but she uses her swords to cut through them with ease. Using her speed, she performs dozens of sword slashes at the monster, causing him to be in great pain as multiple scars are shown on his blue body.

"Whoa! Take it, easy!" Spidey shoots out a web line at her sword before she could make the final blow to the heart. "These are still people we're dealing with, so don't cut him up to tiny, little goblin pieces!"

"Hmph! Fine! We'll play by your rules for now!" She said, kicking the monster straight at the machine in the middle of the room, causing it to break in two and causing him to fall unconscious. "But remember, showing mercy to your opponents will only invite them to come back stronger." She said while walking by Spidey. "So, it's always best to take them out, no matter the cost."

"Sheesh. Why do I feel like you would be good friends with Wolverine?" Spidey asked, remembering how Logan rarely shows mercy to the people he fights and kills. He stares back at the beaten Elec-Goblin, wished he had some fun taking him down, but not to the extent the masked woman did. He then leaves the room to go catch up with her.

* * *

"What in the…" Merlot was staring at his screen to see that Elec-Goblin was beaten so easily and the Dimensional Transporter was destroyed. "NOOO! This is impossible! How will I explain this to Goblin!"

"Oh, I'm sure someone as smart as you could figure it out." Merlot is startled from the sudden voice from behind him, causing him to turn around and get webbed up in the face by Spider-Man, as he and the mystery woman walk up to his little lab. Spidey shoots out more webbing at Merlot and sticks him to a wall so he wouldn't break free.

"HA! If you think you can interrogate me, go right ahead! I told you I am forbidden to say anything without the Goblin's permission!" Merlot said from the wall.

"I know. That is why I am going to hack into your computer and see what I can get from it." Spidey said as he walks up to the computer and start hacking it.

"No! You can't!" Merlot shouted at him.

"Quiet!" The woman points her sword at Merlot's throat. "Or I'll do it for you!" She threatened him, causing him to gulp in fear.

"Got it!" Spidey said, gaining access to all of his files on the computer. "Now let's see what we have here." Spidey starts looking through the files and comes across some interesting stuff. "Wow, so the machine we destroyed was a Dimensional Transporter. Probably so that Goblin can start ruling over the dimensions and such with his formula. Heh, how lame." He looks through another file. "What's this? Goblin used the Transporter to go back to Earth and acquire some Vibranium, Adamantium, AND Carbonadium?!" He said a bit shocked.

"Is that bad?" The woman asked him while still pointing her sword at Merlot.

"Very bad! Those are some of the most indestructible metals back on Earth! Even Thor can't break them, and he's a God! He's probably using them for his robots!" Spidey told her. He continues to look through some more files, and as he opens one up, his eyes widen in shock. "Oh no…" Spidey said, almost speechless.

"What's wrong?" The woman with Peter walks up to him and sees all the different files that Goblin has on Team RWBYP, everyone except for Peter.

"Goblin has been keeping tabs on my friends! For months from what it looks like!" Spidey said as he sees all the different files of his friends. Suddenly, he gets a call from Blake through his Webware.

 _"_ _Everyone! If you can hear me, we need back-."_ Blake started before getting cut off by Sun.

 _"_ _HEEEEELLLP! WE'RE BEING ATTACKED BY GUYS IN GLIDERS AND THROWING PUMPKIN BOMBS AT US!"_ Sun said, causing Peter's eye lenses to widen in shock from what he heard about gliders and pumpkin bombs. Sun continues talking, _"There's also a big robot! And it's big! Really big! That Torchwick guy is in it. But not, like, it didn't eat him; he's, like, controlling it or something! But the guys with the gliders might be connected to this new enemy we've been trying to investigate about!"_

"No…No! No! No! No!" Spidey said while pounding on the desk in front of him. "I can't believe they've been trying to track down Goblin this entire time! They're going to get themselves killed if he shows up!" He looks at his masked partner with a serious look. "We need to get back! Now!"

Suddenly, his Spider-Sense goes off, as Goblin Guards and Ultron droids start showing up in the room. "GUARDS! TAKE CARE OF THESE INTRUDERS!" Merlot ordered them as they start taking fire.

"MOVE!" The woman in the mask said as she and Spidey destroy the robots in front of them, making their escape from the lab.

"Hey, Masked Lady! Can you create a portal so we can get out of here?!" Spidey asked her while they run for their lives.

"Hold on, just give a se-." She got interrupted as she is blasted in the back by one of the Ultron droids.

"NO!" Spidey quickly checks to see if she's okay. Luckily, she's just unconscious, so Peter grabs her and starts swinging through the hallway while avoiding the robots. "Jarvis! Try to find our exit route! See if you can find something that can take us out of this island!" Spidey told him.

 _"_ _Right away, sir."_ The A.I. said. After a few seconds of lull, he's back with an answer. _"There should be a hanger with a Bullhead not too far from here. Go to your left in the next few seconds."_

"Thanks, buddy!" Spidey said, swinging to his left and finds himself in the hanger deck with a couple of Bullheads. Spidey heads into one of them and lays down his knocked down partner on the floor. "Jarvis! Hack the ship and get us out of here!" He said as he turns around to see a few guards coming right at him. "Oh, no you don't!" Spidey declared, using his Web Barrage at the incoming robots, destroying them just as the ship starts moving and flying out of the island. When the close is clear, Peter closes the end of the ship and connects his Webware to the ship, so it can go into camouflage mode, leaving the enemy lost on where he is.

"Good, we escaped. Great job, Jarvis." Spidey said.

 _"_ _Thank you, sir."_ Jarvis said as Spidey takes a seat and starts calling Ironwood.

"General Ironwood? Yeah, this is Spider-Man. I have the location of where Goblin's hideout is, so you and your little fleet can go check it out. I'll send you the coordinates in a second. Okay, bye." Spidey said before turning off his device. "Okay, lady, are you ok-?" Peter turns around to see that the masked lady is gone from sight. "Oh, that's just great! She left without saying thank you, or at least not dropping me off where my friends could be." He turns to the front. "Anti-heroes. I swear she and the Punisher would be the greatest of pals. Anyways, Jarvis, how long will it take until we get back to Vale?" He asked the AI.

 _"_ _About 30 minutes I would say."_ The AI responded.

"Let's just hope that they could hold out until I get there." Spidey said in somber tone to himself. "It's bad enough they have those Goblin Crooks after them, but if Goblin shows up, they might be in big trouble." He said, while the Bullhead is headed straight for Vale as fast as it can.

* * *

 **Moments later, just right after Spider-Man left**

 ** _"_** ** _NOOOOOOOOOOOOO!"_** Goblin yelled as he comes closer and closer to Merlot's lab, checking out all the damage that has been done to his tanks and machines. **_"I've finally beaten that cursed Akuma, and all of my work has been destroyed!"_** He said as he sees Merlot on the wall all webbed up. **_"Merlot, who did this?! Who destroyed my lab?!"_** He asked the green doctor.

"I-It was Spider-Man, sir!" Merlot answered him in fear. "He and his partner destroyed the all the ISO-OZ tanks in the building and the Dimensional Transporter! He even found out about our plans with the rare metals from your Earth."

 ** _"_** ** _WWHAAAAATT?!"_** Goblin yelled out in anger, can't believing that Spider-Man has come this close into finding out about his plans so soon.

"B-B-But don't worry, Osborn!" Merlot assured him, trying to think of a way not to piss of Goblin any more than he is now. "The Spider doesn't know we still have more than enough ISO-OZ Formula back at your castle and at the Hellcarrier, not even the location of the ISO-8. And I can still repair the Dimensional Transporter. Just give me another week or two so I can-." He got interrupted as Goblin grabs his head furiously.

 ** _"_** ** _Fool! I know about that! I'm more mad that Spider-Man has found out about my plans so soon! He's probably already gotten contact with the military and are already on their way here!"_** Goblin told Merlot.

"Then, what should we do?!" Merlot asked him, still stuck to the wall.

Goblin's furious frown turns into a demonic smile as he powers up his fists with fire. **_"I need to leave a trap for Spider-Man and his allies. Destroy all of the evidence before the military arrives, including you."_** He said with a sinister tone as if he's ready to enjoy what's to come.

"Wait! What are you talking about?!" Merlot asked him scared and confused as Goblin starts to walk over to him with a big grin on his face and his fists are on fire. "No! Goblin, don't do this! No! Noo! NOOOOOOOOO!"

Suddenly, the entire island goes up in flames, destroying most if not all of the Goblin Gang, Goblin Guards, Grimm, Ultron droids, and everything else in the island, leaving only scraps of the metal from Earth left on the ground. Goblin is seen walking out of the fire, holding the two broken pieces of the big Dimensional Transporter in his hands. **_"I'll teleport these parts back to the Hellcarrier…"_** He said, using his powers to teleport the parts back to his ship. **_"When I have the time, I'll finish repairing it using the Vibranium this time. But first, Parker and his annoying friends are becoming quite a nuisance. Those four girls are starting to get on my nerves if they think they could try and snoop out my plans."_** He said while clenching his fist in rage. **_"They will pay! I will make them regret for crossing the Goblin's Path!"_** He said, surrounding himself in fire as he leaps way up high into the air, as he makes his way to Vale. **_"They will surely perish by my hands! All of them will! No one tries to make a fool of me! NO ONE! PARKER, I WILL MAKE SURE YOU PAY FOR TRYING TO INTERFERE, AND YOUR FRIENDS WILL BE THE STARTING POINT OF MY REVENGE! HAHAHAHAHAHAHAHAHAHAHA!"_** He laughs maniacally as he almost makes his way to Vale, much faster than where Peter is right now.

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Goblin:** ** _I…am the Green Goblin. You foolish insects that are friends will Parker will finally get what's coming to you!_**

 **Ruby: Who are you, and how do you know about Peter?**

 **Goblin:** ** _I know more than what he will ever tell you. But you ask him when you all go to the grave._**

 **Yang: Don't underestimate us, ugly. We can take you.**

 **Goblin:** ** _Do you really think you can stop the Goblin? I do not tire…I do not give up…The thread of your destiny ends now._**

 **Blake: Guys, this guy isn't playing around. He's much more than we can handle.**

 **Weiss: How powerful is this guy? Someone like that shouldn't exist.**

 **Goblin:** ** _I am your end, you miserable whelps! I fear nothing, at least of all of you! HAHAHAHAHA!_**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Ultimate Showdown (Part 1)- RWBY vs. Goblin_**

 **Goblin:** ** _You're only delaying the inevitable._**

* * *

 **KFX here: First off, I like to thank 'scl04' for giving me an idea on how Madame Web convinced Raven to help her save the multiverse. I was planning on doing something different, but this seems to be the better case. Next chapter, stuff is about to go down, that's all I can say.**


	42. Vol 2 Issue 8: Ultimate Showdown(Part 1)

_Vol 2 Issue 8: Ultimate Showdown (Part 1)- RWBY vs. Goblin_

 **BGM- Dragon Ball Z Budokai 3- Powerful Man From The Darkness**

 **Back to where we left off with Team RWBYP and the Goblin…**

The Green Goblin, still wearing his cloak to hide himself, is standing in front of the flames he created so he could finally meet those who have been trying to find out his plans: Team RWBYP. The girls are standing like 10 feet away from the cloaked Goblin, staring at his strange physique and purple cloak while also taking a good look at his red, sinister eyes behind his hood.

"Umm…" Ruby starts talking after a long silence between them and the Goblin. "Can we…uh…help…you?" Ruby asked the Goblin.

"Help him?!" Weiss shouted to her leader. "This guy said it's time for us to die! Why should we help a guy like that?"

 ** _"_** ** _Hmhmhmhmhmhmhahahahahaha!"_** Goblin started laughing at their foolish argument.

"Not to mention this guy is a bit crazy." Yang said while giving him a funny look.

"Who are you?" Blake asked him with her weapon in hand.

 ** _"_** ** _Oh, you don't need to know, Kitty Cat."_** Goblin said, already aware of Blake's identity, causing her to gasp in fear. **_"But, I do know so much about you four, Hehehehe."_** He said while pointing his finger at the girls.

"Uh, you do?" Ruby asked him with a confused look.

 ** _"_** ** _Of course."_** Goblin said, putting his finger down. **_"Your Team RWBYP, the same team that has been trying to find out what my plans are. Too bad that it will cost you your life."_** He said to them.

"So, you're the guy who's in charge of those guys in the gliders?" Blake asked him with a serious look.

 ** _"_** ** _Yes, my WAR Goblins."_** Goblin answered her.

"War Goblins?" Weiss asked, wondering what does that name mean.

 ** _"_** ** _You see, I've sent them to…test your capabilities, and from what I've gotten, I am HIGHLY disappointed in your skills."_** Goblin told them.

"What, you're saying we're not good enough?!" Yang shouted at him, angry that he doesn't seem them as a threat.

 ** _"_** ** _That's what I said, didn't I?"_** Goblin asked, causing Yang to growl, making Goblin laugh again. He then looks around the area, hoping a certain someone would appear, but he's not here yet. **_"It would seem that Parker still hasn't arrived I see. That worthless maggot."_** He said, causing the girls to wonder how he knows about Peter.

"W-What do you know about Peter?" Ruby asked him.

Goblin stares at the little leader in front of him. **_"More than what he'll ever tell you."_** He replied to her.

"What?!"

 ** _"_** ** _I know everything about Parker, all of his deepest, darkest secrets that he wouldn't reveal to even his closest friends and family."_** Goblin said with a grin.

 _"_ _Does this guy know…that Peter is Spider-Man?"_ Blake said in her head, a bit scared that a monster like him knows who Peter is.

 ** _"_** ** _That fool, Parker…"_** Goblin started talking as he starts walking towards the girls, causing them to back away from the beast. **_"He and his lame jokes have been a thorn in my side for too long. Each time when I was so close to rule over all, HE always shows up to ruin my fun. He makes me sick. Just thinking about him makes me angry."_** He said as he stops walking. **_"But now, after so long, I can finally shut that mouth of his for good!"_** He said while clenching his fist in the air, covering it with fire.

"We're not going to let you hurt our friend!" Ruby said as the team gets into fighting position. "We're going to stop you, whatever you are!"

 ** _"_** ** _Heh, do you really think four ants could beat a dinosaur, especially one with power that could rule all?_** Goblin asked with a grin.

"We won't know until we try!" Yang said, reloading her gauntlets.

 ** _"_** ** _You foolish, blond bimbo!"_** Goblin insulted her. **_"Those who have said the same thing usually get burned, and I know you are not STUPID enough to do the same, you weakling insect!"_**

"WHAT?!" Yang yells in angry, after the Goblin just outright insulted her for being a bimbo and a weakling. Her eyes turn red and immediately charges at the Goblin with a right hook to his shadowy face, knocking him down to the ground. Yang's eyes turn back to normal as she wipes the dust off her hands. "Weakling, am I?" She asked with a smirk.

"Yeah! Way to go, Yang!" Ruby cheered for her sister.

"Nice one!" Weiss cheered for her as well, but Blake remains silent, knowing that it won't be that easy to take him down.

Suddenly, they all hear a creepy, evil laugh, **_"Hehehehehe…"_**

Ruby and Weiss stop cheering as they heard the laugh. Yang looks back at the Goblin on the floor, who continues to laugh. "Um, okay. Usually those I punch don't really laugh after that." She said, taking a step back a bit scared.

 ** _"_** ** _Hehehehe. Of all the times I got punched in the face, THAT was definitely one of the weakest!"_** Goblin taunted her, as he creepily gets up. As he slowly gets up, the girls all look in fear at his now, unhooded face. They all see the red eyes that are burning with fire, his monstrous teeth, his scaly, green face, and the small horns on his head.

"T-T-That's not a G-Grimm." Ruby said terrified and shaken at his appearance.

 **BGM- Ultimate Spider-Man Game OST- Venom Cinematic (Track 8)**

 ** _"_** ** _No! I am much scary than any Grimm you have or WILL face in your life!"_** Goblin said with a grin as his monstrous, fiery aura appearance looms over the frightened Yang who immediately jumps back to her friends, not wanting to be alone with that monster. **_"I am neither human, faunus, or any Grimm in this world! I…am the Green Goblin!"_** He finally introduced himself with a monstrous laugh, completely taking off his cloak to reveal the blue, torn up pants.

"G-Green…G-Goblin…" Weiss said, also completely terrified in fear.

 ** _"_** ** _Yeeeeesss."_** Goblin said in a creepy tone. **_"And as always, my plans for conquest are once again trying to be crushed by the shores of you people's incompetence. Tell me, you worthless pieces of trash, are you ready to face the consequences?"_** He asked them, but all of them are too terrified to even come up with an answer, even Yang doesn't have a witty comeback as she usually does, as they are all struck speechless with fear. Goblin starts taking a few steps towards their direction, but none of them aren't moving an inch, as they are still too scared on how to respond to a monster like this. **_"Still, I wish Parker was here to see this, so that way I can crush all of you in a blink of an eye."_** He said, slamming his fists together while also cracking them. **_"It's tragic, I know. Although it is much more tragic for me. I will NOT be made a fool of by such contemptable lowlife trash."_** He said, taking another step towards the frightened girls. **_"Of course, I sort of expected this to happen, but it is no matter."_** He then raises his right hand in the air, clenching it with all of his rage and hatred. **_"Because you will pay…!"_** The ground starts shaking as rubble from below starts to rise around Goblin as fire starts to cover his entire body. The sky gets surrounded by thunder clouds, with thunder and lightning starts to shoot out from the clouds and behind Goblin.

"Uwaaaah…" Ruby said, struck with fear.

"Yaaaah…" Weiss stuttered in fear.

"Waaah…" Blake stuttered in fear.

"Aaaahh…" Yang said, trying to say something but is too scared to say anything.

 ** _"_** ** _YOU FOOLISH INSECTS ARE GOING TO PERISH! I WILL MAKE SURE OF THAT! DON'T BOTHER TRYING TO ESCAPE! YOU ARE GOING TO DIE!"_** Goblin yelled out as his fiery aura explodes in anger, almost reaching that of the sky itself.

 **BGM- Dragon Ball Super OST - A Dangerous New Enemy**

 ** _"_** ** _HHHHRRRAAAAAAAGGGGHHHH!"_** Goblin roars out loud as he charges up a fire blast from his mouth. Ruby out of her scared trance to see what Goblin plans on doing.

"EVERYONE! MOVE!" She shouted as the entire team quickly moves to the right just a Goblin fires a huge, fire blast from his mouth, destroying some of the highways above them while also causing a huge explosion. "Where did he go?!" Ruby shouts, wondering where the Goblin disappeared to.

 ** _"_** ** _HHHRRAAGGH!"_** Goblin appears right above the girls with a fired up fist. The girls spread out just before the monster slams his fist to the ground, causing the ground to crack and shatter from his punch.

The girls skid away from Goblin's attack as Ruby thinks of going onto the offensive. "Alright, let's do this! CHECKMATE!" She shouted, with Weiss and Blake nodding knowing what to do.

The two girls proceed to attack the Goblin simultaneously, hoping to outmaneuver and overwhelm him, but Goblin is already thinking of a counterattack. **_"Fools! Raging Demon!"_** Goblin quickly charges at the two girls and grabs them, as he uses his frightening speed to relentlessly beat on them that not even Ruby could see what he's doing. After a few seconds, Goblin is seen holding a beat up Blake and Weiss by their heads. **_"Messatsu!"_** Goblin said with a grin.

"I-Impossible." Blake said while trying to get out of Goblin's grasp.

"His speed and power…It's unreal." Weiss said, surprised that for someone with his size can move so fast.

Ruby and Yang charge at Goblin at top speed, in hopes to rescue their captured friends, but Goblin decided to let them go, release his hold on their heads as they slowly fall to the ground. **_"Huuuuuuuurrr…"_** Goblin starts to charge himself up, surrounding himself in a small, fiery bubble while Blake and Weiss slowly fall to the ground as if time itself has slowed down for them. **_"HAAAAAAAAAAHHH!"_** Goblin yelled out, releasing the bubble as a huge explosion knocks out all the girls that were either falling down to the ground or about to charge at him for an attack.

 **BGM- Ultimate Spider-Man Game OST- Venom Fight 1 (Track 9)**

After the explosion, all the girls get up from the ground, already showing signs of battle damage. "Is everyone okay?!" Ruby shouted as they regroup.

"We're fine, but…" Weiss looks around their smoky area wondering where Goblin is at. "Where's the Goblin?!"

 ** _"_** ** _HAAAHAHAHAHAHAHAHA!"_** The girls all look up in the air to see Goblin way up in the sky as he charges up his fists with fire.

"GO! GO! GO! GO!" Yang urgently said as they all start running from Goblin.

 ** _"_** ** _Ashes to ashes! CHATOIC FLAME!"_** Goblin yelled out, shooting a beam of fire high from the sky and right at the retreating Team RWBYP, running away from the flames as it destroys the ground behind them. **_"HUUUUUUUURRRRR!"_** Goblin starts charging up his flame aura, creating a huge fireball from his hand as he pulls it back in the air. **_"WELCOME TO OBVILION!"_** He said with a laugh, throwing the fireball right where they were running, catching them in the explosion as they repeatedly bounce a few feet from the attack.

"Kek…kek…kek…" Ruby coughs, shaking her head in pain as the girls slowly get up from the attack. Unfortunately for them, Goblin isn't giving them the time as he crashes down in front of them with an evilish smile. He backhands Ruby across the ground, punches Weiss in the gut, kicks Blake back to the ground, and slams Yang's face down to the ground as he starts running while holding her still to ground, making her eat the concrete, all while Goblin is just laughing maniacally. He then throws her at one of the non-blown up highways above as he continues laughing.

What the Mad Goblin wasn't expecting was getting webbed up on his back while he laughs to himself. **_"Webbing, but where…"_** Goblin asked, wondering if Spider-Man has already shown up, but in this case it wasn't him, it was someone else entirely.

"Take that, Goblin!" The monster turns around to see RUBY shooting out web bullets at him. "These were a gift that my friend, Peter, made for me during the winter. Now I can use Spider-Man's own webbing for me gun!" She said as she continues to web up Goblin with her webbing.

 ** _"_** ** _Peter made her web fluid, and yet she still doesn't know the truth. Naïve, little girl."_** Goblin lowly snarled to himself as he continues to get webbed up by Ruby until she runs out of web fluid.

"Alright! It's Ladybug time!" Ruby shouted, as she and Blake start to approach Goblin from opposite sides to attack him with their speed.

 ** _"_** ** _Ignorant children."_** Goblin said, quickly burning the webbing off of himself and disappears, just as Ruby and Blake were about to strike him.

"Where did he go?" Blake asked as the two quickly check their surroundings.

 ** _"_** ** _Over here, you morons!"_** Goblin said as he appears right behind Ruby. Before the little girl could turn around and strike at him, he's already gone from sight.

"Where did-?" Ruby got interrupted as Blake crashes at her thanks to Goblin's quick and swift kick.

The green behemoth quickly approaches the girls lying on the floor from the attack, intending to finish them with a fire fist. **_"Huuuuuraaaaagh!"_** Goblin roared at them, about to punch them with his fire fist until a glyph is made from below Ruby and Blake, sending them back to Weiss before Goblin could attack them.

"Thanks Weiss!" Ruby thanked her as she gets up from the floor.

"Yeah, thanks for the save!" Blake said as she too gets up from the floor.

"No problem! What are friends for?" Weiss asked them with a smile.

 ** _"_** ** _Hrrrgh RAAAAAGGHH!"_** Goblin slams both his fist to the ground, creating a crack that approaches the three girls, as multiple fire pillars rise up from the huge cracks, knocking all three girls back to the ground damaged. **_"HHRAAAAAAGGGGHH!"_** Goblin roars as he starts charging violently at the defenseless three, little girls with his fiery fist. Before he could finish them off, he is then, again, interrupted by an attack, this time by Yang. Using the repulsor energy that Peter installed into her new gauntlets, Yang fires a huge blast from them as she punches Goblin square in the face, knocking him down a few feet from them. The monster slowly gets up from the attack, a bit surprised from how powerful that attack was, but he simply shrugs it off with a laugh, **_"Hehehehe…"_**

 **BGM- Dragon Ball Super OST: The Terror of Freeza's Army**

"Man, can anything get through to this jerk?" Yang asked, annoyed that Goblin is just shrugging off their attacks like they didn't do much against him.

"This guy is definitely not playing around." Ruby said.

"Or is his?" Blake asked them. "He doesn't seem like he's even trying hard against us. Not bothering to use his full power against us."

"No kidding." Weiss agreed with the cat Faunus. "I thought he was just some brute with a lot of power, but he's actually really fast, and very skilled as well. Just WHAT are we dealing with her?" She asked.

 ** _"_** ** _Hehehe! If you thought that was fun, then let me show you a little trick that I learned from my training."_** Goblin said, cupping his hands together to his side, creating a large, orange fireball in his hands. **_"Shakunetsu…"_** He then thrusts his hands outwards, releasing the fireball. **_"Hadoken!"_** He yelled out, as the fireball is about to hit the girls in front of him.

The girls were barely able to dodge from the fireball as it explodes right behind them. The girls look at the explosion before turning their attention to Goblin. "Did he just do a Hadoken?!" Yang urgently asked in shock.

"Yeah! I think he just said it out loud!" Ruby answered her.

"You two know about that move?" Weiss asked them, wondering how they are familiar with the fireball.

"Well, sort of." Ruby answered her. "During winter break, Peter showed off a similar move like that one, except it was blue."

"AND just as powerful." Yang added that to her little explanation.

"So, then…" Blake stares at the Goblin who is grinning at her with evil intent. "How does he know a move that Peter can also use?" She asked.

"Maybe they went to the same master." Ruby said, a bit uncertain by that answer.

 ** _"_** ** _No!"_** Goblin intervened. **_"I learned it from a different kind of master. The Master of the Fist he's called. Parker learned the Hadoken from that…Ryu person I believe his name was."_** He said to them. **_"But enough talk! Let's continue with the massacre, shall we?"_** He said with a smile, getting back into fighting position, prompting the girls to get into fighting position as well.

"Listen, Goblin!" Ruby said to get his full attention. "We don't know how Peter beaten you before, but if he was able to do it alone, then as a team, we should have no problem taking you down!"

 ** _"_** ** _Ooooo, such confidence. But I can tell that you are all scared to the bone, am I right?"_** Goblin asked them, with the girls flinching not knowing how to counter his truth. **_"Hmph, it doesn't matter. I have power that can allow me to CRUSH the likes of the Avengers and the Fantastic Four in a blink of an eye!"_** He said to them.

"Avengers?" Weiss asked in confusion, never hearing of that superhero group before.

"Fantastic Four?" Yang asked as she tilts her head in confusion as well.

"Who are those guys?" Blake asked him.

 ** _"_** ** _Just a couple of superhero teams that I had some encounters with them."_** Goblin answered them. **_"Compared to them, you four are just cubs who are still wearing their training wheels, so what chance do you have against someone all-powerful?"_** He asked them.

"We won't know until we try!" Ruby replied, flaunting her scythe around, as she and the rest of the team gets ready to do battle.

 ** _"_** ** _Then come…"_** Goblin surrounds himself with a thin, orange fire aura around his body. **_"…and face oblivion."_** He uses the Ashura Senku technique he learned from Akuma, widening his stance and then lifting one knee and glides a few feet away from the girls as they quickly give chase to him.

 **BGM- Dragon Ball Super OST- An Antagonistic Battle**

The Goblin stops in his tracks, as the thin, fire aura around his body is still present. He closes his eyes as all four girls quickly slash, or punch, him from all four sides, trying their best to knock him down, or at least damage him to some degree, but nothing seems to have any effect on him at all. To finish things off, the girls relentlessly fire multiple bullet shots at Goblin, creating a large, smoke cloud from all their bullet fire.

"Did we get him?" Ruby asked as they all stop firing at the monster. They all stand in place, trying to see through the smoke if there are any signs of the Goblin. After a few seconds of silence, they see burning, orange eyes from inside the smoke.

 ** _"_** ** _Huuuuuuuurrrrrr!"_** The Goblin roars as he creates a fire sphere around himself, destroying the smoke as the sphere gets bigger and bigger. **_"The gates of hell await! FIERY INFERNO!"_** He unleashed his fire sphere, unleashing a huge explosion from his body, engulfing the girls in it before they could escape as the highways above them start to get broken apart and more cars start to crash into one another as they too get engulfed by the explosion.

* * *

 **BGM- Dragon Ball Super OST- Impatience**

"Kek…kek kek…" Ruby continues to cough out loud as there is fire all around her, making it very hard for her to breath. She slowly gets up and picks up her weapon. "Yang? Weiss? Blake?" She shouted for her friends, but she gets no answer. "Oh, Peter. Where are you? We need your help on this one." She sadly said to herself, wishing she knew where her friend is at currently.

 ** _"_** ** _Heh, so you survived, I see."_** She looks up in the air as Goblin lands right in front of her, looming over her with his monstrous presence. **_"It's a good thing I didn't put TOO much into that attack, otherwise you all would be dead right now, just like your poor mother."_** He said to Ruby.

Ruby is taken a step back from that last line. "How do you know about my mom?!" She asked the monster.

 ** _"_** ** _Who? Summer Rose? Yes, I know how she went missing when you and Yang were so young and never came back."_** Goblin explained to her. **_"You poor child. I am so sorry for not having a mother for so long. How about I remedy that for you? I can send you, your sister, your dog, and your father all to the same grave as her, then you could all be one big, happy family again. I might even throw in your uncle as a bonus. Hehehehehehe!"_** He taunted her, making Ruby angry when he threatens her family like that, so she tries to slash at him with her scythe, but Goblin just backhands it away from him and punches Ruby to ground before leaping over to the other girls with a laugh.

* * *

"Ugh, where am I?" Weiss asked as she shakes her head, getting up from the rubble and looking around to see if her friends are anywhere near her.

 ** _"_** ** _Definitely not in Hell, I'm afraid."_** Goblin leaps right in front of her, standing over her small body as Weiss gets her rapier ready.

"Goblin! You…" Weiss started talking, trying to think of a way to attack Goblin, but can't think of anything.

 ** _"_** ** _Hehehe, foolish Schnee. Just give up if you want to live, unless you want to end up like your weak, pathetic excuse for a sister."_** Goblin said to her, making her eyes' widen from what he just said.

"It was you!" Weiss shouted at him. "You were the one that attacked my father's company and almost killed my sister! You monster!"

 ** _"_** ** _How very kind of you to say that."_** Goblin taunted her, making Weiss to growl in anger just from looking at his face. **_"Yes, I was the one who attacked that pathetic excuse for a company and almost killed that weakling Schnee woman. I would've ended her too if it wasn't for the military arriving at the last second. I was hoping that the overexposure to my amped up, electricity powers would slowly kill her off, but like always, Parker just had to interfere, like the annoying bug he is."_** He said slightly angry.

"Peter may be annoying at times, but he has more heart than anyone that I ever met!" Weiss shouted at him, angry that someone wants to mess with her friend. "He has helped me and my family when he didn't need to, and I'm entirely grateful for him to helping resolving my family's problems!"

 ** _"_** ** _Then, perhaps I should resolve your family's problems as well, by burning the Schnee family to ashes, and taking over the company as my own."_** Goblin said with a grin. **_"I am in need of expanding my empire after all."_** He said, referring to Oscorp back on Earth.

"No, you won't!" Weiss starts charging at Goblin with rage, but the monster just flashes his glowing eyes at her, knocking her down when he didn't even touch her.

* * *

"I need to find the others!" Blake said while running and jumping over the flames. "Oh, Peter, if there was ever a time we need you, now it's the time to play hero! Just where are you at the moment?" She asked as she jumps over destroyed cars. She then takes a quick glance to her left as she sees a fireball coming right at her. She jumps over the fireball as it collides with a couple more cars.

 ** _"_** ** _Huuuuuraaaaagh!"_** Blake looks up while she's still in the air as Goblin cups his hands together and knocks her down to the ground, just as the Goblin lands right in front of her. **_"Sorry, but you were in the way."_** He said with a laugh, just as Blake gets up from the ground in pain.

 ****"Alright, Goblin, I want some answers!" Blake said to him. "What do you know about Peter, and what have you done to the White Fang?" She asked him.

 ** _"_** ** _I'm pretty sure you are aware of what I know about Parker."_** Goblin answered while crossing his arms.

 _"_ _So he does know Peter is Spider-Man!"_ Blake said in her mind.

 ** _"_** ** _As for the White Fang, let's just say I have something that made them turn to my cause, whether they liked it or not."_** Goblin answered her second question.

"You…" Blake said in anger, hating this guy more for what he has done to her former group. Even though the White Fang are far from innocent people, they don't deserve what Goblin is doing to them.

 ** _"_** ** _As for you, Blake, I am aware that you defected from the White Fang some time ago."_** Goblin said, making Blake stare at him with a mean look. **_"I am also aware that your father was the former High Leader of the White Fang before he dropped out and became the Chieftain of Menagerie."_** Goblin said, completely catching Blake off guard on how he knows her father.

"How do you know about that?" Blake asked in anger.

 ** _"_** ** _Your mother was kind enough to invite me to her home, where all three of us had a nice, little chat."_** Goblin told her.

"If you did anything to them, I swear…" She threatened him with her sword.

 ** _"_** ** _Don't worry, kitty cat. I haven't done anything to them, yet."_** Goblin said with a grin. **_"Maybe after I finish you, I'll go back and either kill your family right then and there, or turn them into my own personal slaves, more than they already are in today's society. Hehehehe!"_** Goblin started laughing.

"Errrrrrr…" Blake, without really thinking straight as her rage has blinded her, charges forward at Goblin with her sword, slashing at him, but what she did hit was an illusion. "A clone?" She asked, surprised that Goblin has the ability to do the same cloning technique as she could.

 ** _"_** ** _You are not the only one who could do that."_** Goblin told her from her side. Before she could react to the sudden voice, she is punched in the face by the Goblin, knocking her down to the ground. **_"Mysterio can do something like that, and that's with some stage props. You, little cat, are not as special as you thought you were!"_** Goblin said, pointing at the knocked out Blake on the floor.

* * *

"Heeeelllllooooo!" Yang shouted as she walks around her area. "Is anyone still alive!? Ruby!? Weiss!? Blake!?"

 ** _"_** ** _Hehehehehe…"_** Yang stops walking in her tracks, recognizing the laugh from behind her.

"Goblin…" She turns around with a serious look, ready to fight as she sees Goblin walking out of the flames that he created.

 ** _"_** ** _Well, if it isn't Parker's favorite girl!"_** Goblin's version of saying hi to Yang, as she gets into fighting position. **_"Has Parker ever told you what I did to the last girl he loved?"_**

"Enlighten me." Yang said, charging at Goblin with a right punch, but Goblin retaliates with a left punch, leaving the two in a clash.

 ** _"_** ** _Oh, don't worry. I'll try my best to reenact the experience. But things might be a little heated up than last time."_** Goblin said, making a very obvious pun.

"Okay, that was just-!" Yang is cut off as Goblin head-butts her own head, knocking her down to the ground.

 ** _"_** ** _My, my, aren't you a bit thick-headed. I wonder if that missing mother of yours is like that as well."_** Goblin said out loud, prompting Yang to stand right back up from just hearing about her mother.

"What do you know about her?" Yang asked, trying her best to hide the anger behind her voice.

 ** _"_** ** _Not much, except for the fact she went missing the day you were born."_** Goblin answered her. **_"Oh, poor blondie, spending your worthless life trying to find a woman that might not even care for you. How tragic."_** Goblin shakes his head while Yang is trying her best to keep her rage from going out of control. **_"How about I do you a favor? I'll try my best to look for her myself. Think of it as an early birthday present from me, but don't be surprised if she comes home as just bones and ashes. Hehehahahahahah!"_** Goblin laughed, making Yang furious with anger.

"I WILL MAKE YOU PAY!" She yelled out, charging at Goblin with her red eyes and a battle cry, but the monster just simply steps to his right before she could punch him.

Goblin then takes this opportunity to grab her right arm. **_"Has anyone ever told you, you should think before you act?"_** He asked her before repeatedly slamming her to the ground while still holding onto her right arm. **_"Come on, get stronger! I heard the more damage you take, the more powerful you are! Show me that power, SO I CAN RIP YOU TO SHREDS!"_** He said as throws Yang a few feet in front of him. He then lets out a powerful thunderclap, destroying all the fire in the area, so that way the four girls can see each other.

"Blake! Ruby! You're okay!" Weiss said, finally able to see her friends again.

"Yang! Are you okay?" Blake asked her after seeing her down on the ground, slowly getting up.

"Yang!" Ruby shouts at her sister, hoping that she is okay.

 **BGM- Dragon Ball Super OST- Inescapable Fear**

"You…" Yang said in anger with her head down as she slowly gets up. Her hair starts to light up from all the damage she has taken, and her eyes turn red again as she stares at the Goblin, who is just simply standing there yawning, just to taunt her. "I WILL SHOW YOU WHO'S WEAK!" Yang shouted at him as she is fuel by all the power she has in her disposal.

 ** _"_** ** _Then come on. Give me your best shot."_** Goblin purposely leaves himself defenseless to give her a good shot. **_"Show me you aren't as weak as your mother thinks of you!"_** He continued to taunt her about her mother, making Yang really angry and furious. The ground rumbles and shatters as she charges at full speed at Goblin, with her right fist ready to pummel him to next week. Goblin is still standing there smiling, as Yang punches him so hard in the face, using her full power, the ground around them breaks into a huge crater.

"Alright! Direct hit!" Ruby cheered for her sister.

"Wait! Didn't the same thing happen not too long ago?" Weiss asked, referring to how this fight all started in the first place.

"Oh no…" Blake stares frightened at where Yang and Goblin are at.

"Ha…ha…ha…" Yang pants, exhausted that she pretty much used all over her power for that one blow, as her fist is still on Goblin's face.

"YANG! GET OUT OF THERE!" Blake shouted at her.

 **BGM- Dragon Ball Super OST- Desperate Assault**

Yang turns her head to her friend before looking back in front of her, as her expression goes from being tired to absolutely terrified and shocked, as Goblin is just simply standing there with Yang's fist still in his face, but it didn't seem to do any damage at all, he doesn't even show any signs of flinching.

 ** _"_** ** _So, was that the best you got?"_** Goblin asked her while her fist is still on his face. **_"Even with all that power, you still couldn't even give me a tickle. Either you are as weak as I thought…"_** His frown turns into a huge smile from behind the punch. **_"…or I am simply too powerful for you."_** Yang immediately let's go of her fist, but Goblin quickly grabs her right arm, preventing her from trying to escape him. **_"You…are a fool. You…do not deserve the power you have. ARRAGONT FOOL!"_** Goblin crushes Yang's right arm, breaking her gauntlet and also her arm as well.

"AAAAAAAAAAAHHHHHHH!: Yang let's out a painful scream with tears falling out of her eyes. The rest of her team are just standing there in fear, as their friend's arm is getting crushed by an enemy that's not even trying.

 ** _"_** ** _If you want to know what a real punch is like…"_** Goblin starts to surround himself with his fire aura. **_"Then let me show you a true example."_** Goblin pulls back his right fist before punching Yang square in the face, sending her flying right past all of her friends.

"YANG!" Ruby shouts for her sister, but can't do anything about it as Goblin reappears right in front of the flying blonde, delivering a massive uppercut from the jaw, sending her up high into the air, where Goblin quickly jumps up above her, gathering enough fire in his hand to deliver the final blow.

 ** _"_** ** _DEATH'S EMBRACE AWAITS!"_** Goblin shouted as he drives his fire fist straight at Yang's face, causing the both of them to dive down back to the ground, crushing her face to the ground, creating a massive crater below them before Goblin jumps away from her as the rest of her friends approach her to see if she's okay.

"Yang! Yang!" Ruby hurriedly runs down the crater to check on her sister. The rest of the team follows suit.

"Come on, Yang! Wake up!" Weiss shouted while moving her body.

"Come on! Don't do this to us!" Blake shouted at her as tears start to fall from all of their eyes.

"Ughh…" Yang weakly grunted, letting her friends know that she's alive.

"Yang! You're okay!" Ruby hugs her sister as she slowly gets up.

"Are you okay, Yang? You almost gave us a heart attack." Weiss asked her.

"Besides my broken right arm, and my pride, I think I'm good." Yang said as she gets onto her two feet while holding onto her right arm in pain.

 **BGM- Dragon Ball Super OST- Frieza is Resurrected**

 ** _"_** ** _Hehehahahahahah!"_** Goblin lands right outside of the edge of the crater, getting the angry attention of the four girls in the middle of it.

"Goblin…" Ruby clenches her fist, angry on how he has treated them all throughout this battle.

"He's still continuing to toy with us! Thinking that this is all some damn game to him!" Blake shouted.

 ** _"_** ** _Hehehe, and your right! I have been wasting my time with you, but that's only because I want to savor the moment."_** Goblin said as orange sparks start to light up all around his body. **_"But now, I think I should start to get a little more serious, by showing a nightmare beyond that of Hell itself."_** He surrounds himself in a fiery vortex as the wind starts to slightly push back the entire team. Moments later, the vortex is gone, as the team sees that Goblin is looking slightly different than before, as he is now surrounded by an intense, fiery orange aura so bright, his entire body is covered in a black silhouette, with his only notable features are his fiery, orange eyes and the orange magma line openings all across his body and face. The team are now even more terrified of this newly transformed Goblin. **_"This is Primal power, but it is only another step before my ultimate form, one in which I intend to only use against Parker!"_** Goblin explained to them. **_"He has been a thorn in my side for too long, but now I have the power to finally end our constant feud! YOU, Team RWBYP, are only the appetizers, Parker is the main course! And I intend to paint this world in his BLOOD! I AM YOUR END! I FEAR NOTHING! AT LEAST OF ALL OF YOU!"_** He laughs as he jumps high into the air, and then dives down right on top of the girls, ready to begin round two.

* * *

 **Outside of Vale**

Spider-Man is sitting quietly in the cockpit in the Bullhead, crossing his arms with his eyes closed, trying his best to wait patiently until he arrives at Vale. "Jarvis, how long until we reach Vale?" He asked the AI.

 _"_ _We're about 10 minutes until we arrive, sir."_ The British AI told him.

"Alright." Spider-Man quietly said to himself. "Don't worry, girls, I'm on my way." He said to himself as the Bullhead continues its flight back to Vale.

* * *

 **BGM- Dragon Ball Z Budokai- Warrior From An Unknown Land**

 ** _"_** ** _Diiiee!"_** Primal Goblin said as he leaps repeatedly from the ground, leaving fire with each leap as he chases after the girls, running away from that ruthless monster. **_"Diiiiiiieeee!"_** He continued saying as he continues leaping from the ground. **_"DIIIIIIIIIEEEEEEEE!"_** He leaps one more time into the air, crashing down to the ground, leaving a fiery shockwave in his wake, knocking down the girls to the ground as he laughs at their expense. **_"Let's light things up, shall we?!"_** He asked, lifting his hand to the air, as the thunder from the dark clouds above start to form a shape, manifesting into a lightning dragon.

"What is that?!" Ruby shouts as they look up to see the lightning dragon from the clouds.

 ** _"_** ** _I call this one: Kirin."_** Goblin answered her. **_"Using the power of the Dust and the ISO-8, I can use the Dust to create the greatest power that this world has ever known!"_**

"ISO-8? What is he talking about?" Weiss asked since she never heard of that before.

"Who cares? Just keep running!" Blake shouted as they start running from the lightning dragon that has started chasing them. Using their guns, they try to slow it down but nothing is working as it keeps on chasing them. If that wasn't enough, Goblin has started shooting fireballs at them to give the girls even more trouble.

"Hey! How about you give us a handicap!?" Yang asked him while dodging the fireballs and Kirin.

 ** _"_** ** _Is that another word for coffin?"_** Goblin grinned as he continues to shoot fireballs at them. Having enough of them running away, Goblin uses his Earth Dust powers to create a huge wall right in front of their path.

"Oh no!" Ruby shouted as they all stop running because of the wall. They quickly turn around to see the lightning dragon right at them, shocking them all with its power as they yell out in pain. They all fall to the ground as Goblin starts walking over to them. Ruby slightly looks up to see the monster approaching them. "We need to get out of here. Freezerburn." She said, prompting Weiss to freeze the ground while Yang jumps up into the air. Despite being injured and only having access to one arm, she still has enough power to use her left arm and punch the froze ground whilst firing her Ember Celica, creating a mist that covers the entire area.

 ** _"_** ** _Heh, please."_** Goblin lets out a roar strong enough to wipe out the mist in the area, only to reveal that the entire team is gone. **_"Ah, they left."_** He said with fake disappointment before smiling. **_"But it doesn't matter. I can still smell their fear. They are not far. They will not get away from me."_** He said before laughing to himself.

* * *

 **Old Construction Site**

The beat up Team RWBYP has managed to escape to an abandoned construction site at the shady side of Vale next to the ocean, where the building is complete on the outside but the insides are barely lighted up and have steel beams everywhere.

"You okay, Yang?" Ruby asked her sister as she sits down and leans next to the wall while holding onto her broken arm.

"I'm okay. You?" Yang asked her sister.

"A little scared, a little beat up, but I'm still alive, am I right?" Ruby asked with a smile, prompting Yang to let out a small smile.

"Uh, where is Peter?" Weiss asked the team. "This 'Green Goblin,' how in the world did he make such a fearsome enemy? What's his beef with him, because right now we need his help?"

"Wish we knew." Blake answered with a frown. "Our Scrolls were damaged during the fight, so there is no way we can contact him or anyone else for help."

"Well, that's just great." Yang said sarcastically.

"Seriously, how does Goblin know about Peter, and why hasn't he told us about him?" Weiss asked the team again.

"From what we experienced, I can see why he doesn't want to talk about it." Ruby said while touching her head in pain.

Weiss turns her head over to Blake. "You know something, don't you?" She asked her.

"Know what?" Blake asked.

"I'm really starting to get suspicious that you might know some of Peter's secrets. Now spill." Weiss told her.

"I-I don't know any more than you do." Blake responded.

"You stuttered, just now. That means you really are hiding something." Weiss said.

"Blake, just tell us." Ruby said to her.

"We're alone now, so tell us what you might know about Peter?" Yang asked her with concern.

Blake sighed, knowing that she can't hide Peter's secret for any longer. "Alright. I do know some things about Peter that he's been hiding from you guys."

"So, what is it?" Weiss asked her.

"…He's-." Blake gets cut off as they all hear a faint laugh coming from inside the building. "Oh no, Goblin." She said as they all get up.

"We need to hide. Now." Ruby said as they start running away to find a good place to hide.

 ** _"_** ** _Girls, where are you?"_** Goblin, now outside of his Primal form, is seen walking alone in the old construction site building, wandering around to find his victims. **_"Ruby! Weiss! Blake! Yang! Where are you?"_** He calls out for their names, not knowing that they are hiding in an open ceiling right above him, not moving an inch so he could find them. **_"Girls! Come on out, girls! How are your families, girls? They all sound like such nice people!"_** He teased them, making all four of them visibly mad, with Yang even crushing a part of the steel beam right next to her. **_"While you four waste your time being Huntresses at Beacon, your families must really miss you when you are gone for so long! Perhaps I should pay them a visit! Keep them company!"_** He said with a smile on his face.

"LEAVE THEM ALONE!" Goblin turns around to see a steel beam coming right at him, but he was able to catch with his hands.

 ** _"_** ** _That's the spirit!"_** Goblin said as the girls land down at the other side of the steel beam.

"Leave our families alone, you cold, hearted monster!" Ruby shouts at him, ready to fire her gun, but Goblin throws the steel beam away, catching her off guard.

 ** _"_** ** _Aww, but torturing other people's families have always been my favorite pastime. It's what I've been doing to Parker for so long, being a thorn to his life, threatening those he loves and cares about."_** Goblin said as he starts walking towards them.

"What did you do to Peter's family, Goblin!?" Yang shouts at him with anger.

 ** _"_** ** _Nothing much, except maybe killing the clone he thought of as a brother, Ben Reilly, killing his one, true love, Gwen Stacy, killing his best friend, Harry Osborn, and just recently, his dear, old Aunt May."_** Goblin said that last one with a huge smile on his face.

"Peter was cloned?" Weiss asked in confusion.

"Okay, I did not know about that." Blake said as that statement caught her off guard as well.

"His Aunt May…" Ruby thinks to herself, remembering how Peter told her before winter break that his Aunt was kidnapped by a madman. After piecing together the puzzle, Ruby gasp as she knows who this monster in front of them is. "You're Norman Osborn, aren't you?" She asked, shocking everyone in the hallway, even Goblin was a bit surprised that she figured it out.

"Norman Osborn?! You mean the guy that Peter told us died! This guy?!" Weiss points to the Goblin in front of them.

"Yep! Same one!" Ruby answered her.

"But, how…" Yang asked, wondering how a dead man is still alive.

"How about you start talking, Mr. Osborn?" Ruby asked him.

 ** _"_** ** _Norman? What are you talking about? I am the Goblin!"_** Goblin retaliated. **_"I stopped becoming Norman Osborn the day I lost everything: My company, my life, my son…"_**

"You mean the son YOU killed?!" Weiss shouted at him in anger. "How could you do that to your own son?!"

 ** _"_** ** _Harry was weak. He could never live up to my expectations. The fact that he tried to become the second Green Goblin when he was unworthy was what led to his downfall."_** Goblin explained to them.

 ****"But, Mr. Osborn, he was your son? You loved your son, didn't you?" Ruby asked him with concern.

 ** _"_** ** _I told you before, I am not Norman Osborn! I am the Goblin!"_** He yelled out furious as he quickly charges and grabs Ruby, slams her to the ground. **_"Love?"_** Goblin started as he punches Weiss to the ground. **_"Love is a weakness!"_** He then backhands Blake to the ground. **_"The Goblin has no weakness…"_** He kicks the incoming Yang to the ground as well. **_"Because the Goblin loves, NO ONE!"_** He temporarily turns into his Primal Form, letting out a huge explosion, destroying the building they were all in.

Ruby and the rest of the girls are knocked out of the building and into the big, sandy area outside of the construction site. Ruby is separated from her team as they were knocked out to the edge of the sand pit, close to the ocean.

"Guys!" Ruby get up from the floor to try and regroup with her team, but then they are surrounded by numerous fire Goblin Reapers thanks to Goblin, effectively separating Ruby from her friends as they try to fight off the Reapers. "I have to help them, but where is my…" She looks around for her scythe as she dropped it after the explosion.

 ** _"_** ** _Looking for this."_** Ruby turns around to see Goblin holding onto her Crescent Rose weapon.

"Goblin! Give it back!" Ruby demanded that he hands over her weapon to her, but Goblin isn't one that likes to bargain.

 ** _"_** ** _Insolent child! I can tell you have great power inside you. I know. I have seen the visions of you in this world's ORIGINAL future."_** He said, referring to when Ruby freezes the Grimm Dragon with her silver eyes during the Attack on Beacon. **_"Like Parker, you don't seem to know about that potential of yours. Why? Is it because you are not aware of it, or are you simply refusing to learn about it?"_**

"What are you talking about? What great power? What visions?" Ruby asked, clearly confused on what he is talking about.

 ** _"_** ** _Child! It makes me sick when you don't realize the kind of potential you have, and for that, you don't deserve this weapon."_** Goblin said, slowly crushing Ruby's scythe before it gets crushed into little pieces, leaving a shocked Ruby down on her knees. **_"Now, Ruby, since you remind me so much of Parker, I will give you the same experience that I will soon give him!"_** He said as he slowly walks up to Ruby, slamming his fists together as he gets ready for the torture. **_"You see Parker as a brother, and I told you what I did to his clone, now it's time to replicate the same experience all over again! Hehe, I cannot wait to see the look on his face when he sees you all as a bloody corpse."_**

"Monster! Don't think I'll give you the chance!" Ruby confidently said as she stands up in front of Goblin. "You are sick freak, torturing Peter for who knows how long! He is my friend, he is OUR friend, and we are not going to give you the satisfactory of taking us down so easily." She says as the rest of her team is doing well fighting off against the Goblin Reapers. "I am the leader of Team RWBYP! It is my duty to protect my teammates, my friends! Because with great power comes great responsibility! So I promise you, we will not back down!" She stated as she gets into fighting positon, even though she has no weapon in hand, but she bravely makes her stand in front of Goblin.

 ** _"_** ** _Fine. Have it your way. Just slowly killing your confidence will surely bring me much joy in the long run! Now come on, Ruby Rose, let's see how well you die!"_** Goblin said as he gets into fighting position.

 _"_ _Come on, Peter! I know you are coming! We need you! So hurry up and save us, because you are out last hope!"_ Ruby said in her head as Goblin starts charging at her, with her charging at him at full speed, hoping to find some way to delay him before Peter arrives.

* * *

 **City of Vale**

It's quiet night at Vale, without almost no one in the city aware of the dangers of what's going on at the shady part of the city. Suddenly, a Bullhead comes out of camouflage mode as it lands on a nearby rooftop.

 _"_ _We have arrived, sir."_ The AI said, as the main hatch opens up, revealing a kid in a red-and blue spider costume as the hatch fully opens up. That kid is Peter Parker, also known as Spider-Man, as he walks down from the hatch and onto the rooftop, getting that cool, night breeze flowing through his suit.

 **BGM- Dragon Ball Z Kai- Chou Super Dragon Soul**

Spidey looks around his environment, wondering where his friends might be at. "No time to waste. I've got to find everyone. Ruby, Weiss, Blake, Yang. Please be okay." He said as he starts checking on his Webware to see if he can get a fix on the Spider-Tracer he left on Blake a few weeks ago. "Damn it. The tracer must have gotten destroyed." He said as he lets go of his arm. "Looks like I only have one option. I have to use my Spider-Sense at its full power."

Spidey closes his eyes and concentrates, as he sends out a huge, red shockwave around the city to represent his Spider-Sense is working at a whole, new level thanks to the upgrades his body is slowly getting thanks to his incomplete evolution. "I sense the Goblin over there." He said, as an image of the Goblin pops into his head. "But I also sense a strong power coming from somewhere else in the city." He said, as a silhouette of Cinder pops into his head. "Incredible…Who knew my Spider-Sense would get such a big buff if I'm able to sense strong enough people in such a huge city." He said before images of Ruby and the others pop into his head, signaling him that they are in danger, causing him to open his eyes. "Oh no! Ruby! Yang! All of them are in trouble!" He looks over to the direction he sensed the Goblin is at. "As expected, Goblin is right there near you!"

Spidey clenches his right fist. "I'm on my way, girls! Hang in there!" He said as he quickly jumps from the roof and makes a mad web swing right towards where his friends are. "Alright, Goblin! It's time for a little payback!" He declared, as he is ready to take on the Goblin after so long. Will Spider-Man be able to beat the Goblin and save his friends? It won't be easy, but it will certainly be an interesting match.

TO BE CONTINUED…

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Goblin, what have you done?**

 **Goblin:** ** _Oh look, the Spider has finally arrived. I have waited months to finally have another match with you._**

 **Spider-Man: Shut up, Osborn! It's one thing to mess with this planet, but threatening my friends, that's going too far!**

 **Goblin:** ** _Oh, if you think that's bad, just wait until you hear what I have done to your poor Aunt May._**

 **Spider-Man: Goblin! What are you talking about?!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Ultimate Showdown (Part 2)- The Crimson Rage of Spider-Man_**

 **Ruby: Wait a minute! Spider-Man is who now?!**

* * *

 **KFX here: Goblin showed no mercy. Team RWBY stood no chance at all. But if you think this was an eventful chapter, just wait until the next one. Spider-Man is about to go all DBZ, Goku goes Super Saiyan against Frieza, on Goblin next time, so expect some weird, exciting stuff to happen so stay tuned.**


	43. Vol 2 Issue 9: Ultimate Showdown(Part 2)

_Vol 2 Issue 9: Ultimate Showdown (Part 2)- The Crimson Rage of Spider-Man_

 **BGM- Dragonball Z Budokai Tenkaichi 3- High and Scream**

 **"** **HHHUUURRAAAAGGHH!"** Goblin roared out as he charges at Ruby with a punch, but the little girl was able dodge it quickly thanks to her Semblance. **_"You can't outrun your death, little one! You are only delaying the inevitable!"_** Goblin said as he throws a couple of fireballs at the little girl, but she uses her speed to barely escape the fireballs.

"Ruby! Get out of here! Run!" Yang shouted at her younger sister, before punching away another Goblin Reaper with her left arm since the other one was broken thanks to Goblin.

"We have our own things to worry about!" Weiss said, using her rapier and Dust abilities to destroy a couple more of the reapers, but they keep on reforming after they get destroyed. "These creatures won't let up!" She said before jumping away from one of their scythe.

"Ugh!" Blake grunted in pain as one of the reapers knocked her down to the ground.

"Blake!" Both Yang and Weiss said as they come to her aid.

"I'm okay! I'm okay!" Blake said as she gets up. "There's too many of them! No matter how many we destroy, they just keep one coming back!"

"If my other arm wasn't broken, this would be a piece of cake!" Yang said, while clenching to her right arm.

"We can't give up!" Weiss encouraged them. "Peter wouldn't, so we shouldn't either!"

"Right!" Blake and Yang said together, as the three of them huddle up together as a dozen Goblin Reapers come for them.

Back with Ruby and Goblin, Ruby is running away from the barrage of fireballs that Goblin is throwing at her while laughing insanely. Immediately after throwing another fireball, he disappears from the spot and right next to Ruby, punching her in the face, knocking her away across the sandy battlefield as she quickly gets her bearings, skidding on the ground to stop herself from moving. As she stops herself, she looks up to see Goblin looming over her with his fiery, orange eyes. Ruby quickly moves away to another spot of the battlefield and as she stops, Goblin is already right next to her. She moves again somewhere in the battlefield, hoping to chase away the monster, but Goblin has already caught to her at the same time. She moves one more time, this time hiding behind a big rock in the battlefield.

 ** _"_** ** _It would seem that your speed…just isn't enough."_** Goblin taunted her from the other side of the rock, causing Ruby is pant heavily in fear. She quickly turns around to see if he was there, but as she does that, she is held up by her hood thanks to the Goblin. **_"What's wrong now? Losing speed, Ruby!?"_** He said before laughing, throwing her across the battlefield.

"Ruby!" Yang shouts for her sister's safety as she sees herself flat on the floor.

"Ugh…" Ruby slowly gathers her strength as she gets up from the floor while holding onto her chest in pain. "I-I'm alright!"

 ** _"_** ** _Such beautiful sisterhood!"_** Goblin said as he comes in with another punch at Ruby in the face, knocking her down to the ground again. **_"But don't worry, once I get rid of you, you will all go to the afterlife together."_** Goblin said with a short laugh.

"That won't happen." Ruby said as she gets up from the ground again, weak and almost beaten. "If Peter was here, he won't stop beating you until his bones start breaking, and I intend to do the same." She said to the Goblin.

 ** _"_** ** _Peter Parker…"_** Goblin snarled after hearing that name. **_"Just even remembering his name makes my blood boil! You two definitely are quite similar in personality and foolishness, and for that, you will suffer and die by my hands. I wonder what Parker's face will look like when he finds out his little friend died suffering because she wants to be like him. Just thinking about it gives me the chuckles."_** He said before he chuckled.

"We need to move!" Yang commanded Blake and Weiss.

"Right!" They both responded. As the three of them try to help out Ruby, they are blocked by even more Goblin Reapers.

"Ah, come on!" Yang said annoyed as they continue fighting the reapers again.

"Agh!" Ruby grunted in pain as she is hit with a fireball to the chest.

 ** _"_** ** _If you don't hurry and run away, I will kill you."_** Goblin said as he throws another fireball right at her.

"Ruby!" Weiss shouted for her.

 **BGM- Dragon Ball Super OST- The Earth's Fate**

Ruby grunts in pain from being hit directly by two fireballs to the chest. Thankfully, while weak and is getting weaker, her aura is preventing her from getting fully burned, but who knows how long that will hold on.

 ** _"_** ** _Did that hurt? Are you in pain?"_** Goblin asked her while holding out his hand, ready to throw another fireball at any moment. **_"But you see, my resentment for Parker is too much to be satisfied with just this."_** He said before throwing another fireball at her, causing her to grunt in pain again. **_"Now, why don't you be a good little girl and try to run away?!"_** He asked before shooting another fireball at her, causing her to spit out some blood. She takes one knee down to the ground, trying her best to ignore the pain. **_"What's that?! You don't want to run?! Oh, I see!"_** He said with a evilish grin before shooting another fireball at her. **_"Parker wouldn't give up so early!"_** He throws another fireball at her, causing her to yell in pain as she falls flat on the ground. **_"Foolish girl, who said you could lay down?!"_** He asked as he throws another fireball at the now, completely defenseless Ruby. **_"Ah, is it time for the little girl's nap already? I hope you are having dreams of me continuously torturing you for the rest of your existence!"_** He is able to make out Ruby's face on the ground, sweaty and a bit bloody, but no tears are coming out. **_"Come on, cry! Cry while screaming! Look at me and ask me to spare your life!"_** He said as she looks away from him, causing him to gesture his arms while laughing maniacally. **_"Even if you did, I would kill you before you get to the middle of it!"_** Ruby stares at him in pain, wondering how will she be able to get out of this situation, but she is too beat up to do anything about it and her friends are busy with the Goblin Reapers. **_"I'll kill you, girl, by my own hands!"_** He raises his hand right at Ruby, ready to fire one, last fireball. **_"Serves you right, insect! Serves you right, girl…!"_** He charges up a fireball from his palm, ready to finish the job. **_"Serves you right, PETER PARKER!"_** He shouted with a smile as he gets ready to thrust the fireball at her. **_"DIE!"_** He fires the fireball at Ruby.

"RUBY!" Yang shouted her name in tears.

"NOOO!" Weiss shouted.

"RUBY!" Blake said as the fireball is about to connect.

As Ruby closes her eyes for the inevitable, a mysterious figure quickly sweeps in and grabs her, just when the huge explosion happens. Yang eyes' shrink as she sees the explosion right in front of her, can't believing what just happened. "Ruby…" She said quietly to herself before bursting into tears. "NOOOOOO!" She said as she crouches on her knees crying for her sister's apparent death.

 **BGM Ends**

 ** _"_** ** _HeheheheHAHAHAHAHAHAH!"_** Goblin laughs as he gestures his hand in the air. **_"There goes one pest, but don't worry, I'll will end all of your pain, and soon the rest of the world will be mine! AHAHAHAHAHAHAHAHAHA!"_** He said with a big laughter of insanity.

"All you megalomaniacs have a such a weird sense of humor!" A random voice said in the distance, catching the attention of everyone in the battlefield, even Goblin.

 ** _"_** ** _What? Who said that? Show yourself!"_** Goblin demanded as he looks around the area, but suddenly he gets webbed up in the face.

"Over here, Gobby!" The voice said as he falls from the air.

 **BGM- Dragon Ball Super OST- Unbreakable Determination**

Goblin rips of the webbing from his face, only to be completely shocked and completely angry at the red-and-blue figure in front of him. **_"YOU! SPIDER-MAN!"_** He shouted at Spider-Man, who is holding Ruby right in his arms.

"Long time, no see, Gobby! I see you are as ugly as ever! Ever tried getting some lotion for that green skin of yours!" Spidey mocked him, causing Goblin roar out in rage over being insult by his most hated foe.

"Spider-Man! You're here! You're really here!" Yang said in relief.

"Finally, we got some backup!" Weiss said with a smile.

"Peter…" Blake lowly said to herself with a smile.

Ruby slowly opens her eyes to see Spider-Man holding her in his arms. "Huh…Spider-Man!" She quickly said as if she wasn't injured at all.

"Hey, Rubes! You alright?" Spider-Man asked her.

"A little beat up, but I can still stand." Ruby answered with a smile, as Spidey slowly lets her down to the ground on her two feet. "I'm so glad you're here, Spider-Man!" She said as she gives him a hug.

"Heh, yeah, well, sorry if I was a little late! My ride was a little slow." He said as he lets go of the hug. "But the fact you were able to survive this long against the Goblin is incredible. You really are amazing." He said to her.

"Heh, well thanks." Ruby said with a smile and a blush while rubbing the back of her head.

Spidey turns around to meet with the rest of his friends, who are still fighting against the Goblin Reapers. "Hey, girls! How'd you feeling?" He asked them.

"Oh, besides my broken arm, just dandy!" Yang answered as she punches another reaper with her left arm. "Where were you, anyways? A deserted island?" She asked him.

"You…could say that!" Spidey answered since he pretty much was on an island for a while. He turns back to Ruby. "Alright, Ruby. Go someplace safe. I'll handle Goblin." He said as he makes a mean look at Goblin.

"You sure?" Ruby asked him with a bit of concern in her voice. "This guy is crazy strong, even when the four of us worked together."

 **BGM Ends**

"Don't worry about it." Spidey replied. "I have a lot of experience fighting against Osborn. Trust me." He said as he walks forward a few feet towards Goblin. Ruby stares at him, thinking will he be okay before nodding her head to go find some cover.

Spider-Man continues walking until he is like 15 feet away from Goblin. **_"Ugh, you have a lot of nerve coming here, boy."_** Goblin said as he crosses his arms together in annoyance.

"Well, sorry if I can't ignore that ugly odor of yours." Spidey mocked while moving his hand over his face as if he is trying to wipe away a terrible smell. "Seriously, when was the last time you took a bath? Probably never since you don't like water all that much." He said, causing Goblin to growl in anger.

 ** _"_** ** _As always, you like to make one of your lame jokes."_** Goblin said, unamused by Spider-Man's joking behavior. **_"Seriously, does anyone even think you are funny?"_** He asked the wall-crawler.

"The guys back at your island thought so." Spidey said with a smirk under his mask, causing Goblin to growl again in anger.

 ** _"_** ** _Even in this world, I still find you the most annoying one of them all."_** Goblin said with an angry face. **_"Even your blond friend over there is more tolerable than you."_**

"Should I be grateful or offended by that?" Yang asked, but Spidey and Goblin are too focused on each other to give her an answer.

"I know what you're planning, Osborn. You plan on turning everyone in Remnant and beyond into your own, personal Goblin slaves." Spidey explained, causing all four girls to gasp in shock on what his plan is. "I've already met with some of your experiments downtown yesterday and today."

 ** _"_** ** _Heh heh, how observant you are."_** Goblin said with a smile on his face. **_"I'm sure you've already seen…the improvements I made to the White Fang, have you not?"_** Goblin asked him.

"Yeah, I have. Using that stupid ISO-OZ formula of yours, is that it?" Spidey asked him.

"The ISO what?!" Blake urgently asked as she slices up another Goblin Reaper.

 ** _"_** ** _The ISO-OZ Formula."_** Goblin answered her. **_"Combining the powerful substance of DOZENS of ISO-8 with my OZ formula, allows me to boost the power and control those who have been infected."_** He explained it to all five of them, even though Spidey is well aware of its capabilities. **_"I have already infected the majority of the White Fang in this world, turning them into my very own Goblin Gang."_**

"You did what?!" Blake yelled out in anger.

"When did he have the time to do all time?" Ruby asked as she is taking cover behind a big rock at the edge of the sandy arena.

 ** _"_** ** _For months, I have been creating more ISO-OZ formula in order to infect the White Fang, but I needed some way to distract the likes of you before you figure out my plans soon."_** Goblin said, referring to Spider-Man in front of him. **_"So I… 'helped' the White Fang here in Vale, becoming their 'Professor', creating supervillains to keep you and the people of this world busy while I do my own thing."_** He said with a smile on his face.

"So, Hydro-Man, MACH-X, Zzzax, and the U-Foes were created by you?!" Weiss asked him while she slashes at another Goblin Reaper.

"Even that Rhino armor suit me and Spidey fought a while back?" Yang asked him before punching another Goblin Reaper in its face.

"Yes, it was all him! He's been using everyone as his own, personal pawns! The White Fang, the military, even us! It was all his doing!" Spidey said while giving Goblin the mean look from his lenses.

"Goblin, you snake! How could you do that to the White Fang!?" Blake shouted at him. "They may not be the best people in the world, but even THEY don't deserve to be controlled by a monster like you!"

 ** _"_** ** _I'm just helping them unlocking their fullest potential, just like what I will do the rest of this world and beyond!"_** Goblin said with a laugh. **_"Soon, everything and everyone will be under my control! The Goblin Nation shall rule over all worlds! I will be its king! It's God! None of you are prepared to stop what I begun!"_** He said while whaling his hands high in the air. **_"Huntsmen! Huntresses! The Atlas Military! Not even Torchwick and his friends are a threat to me! No one in this world, or any world, are no match for me now! Everyone…except you, Spider-Man!"_** He takes a mean, long look at Spider-Man. **_"For too long, you have always thwarted my plans to rule! But now, I have powers beyond that of a God!"_** He said, clenching his fist in fire to prove his point. **_"Not even the gods in this world's religion are NOTHING compared to that of a Supreme God like me! I will make sure to peel the flesh from your bones!"_** He said, pointing his finger at Spider-Man.

"And what? You're going to eat me? I knew the OZ formula made you crazy, Osborn, but I had no idea it made you a cannibal as well!" Spidey quipped.

 ** _"_** ** _Joke while you can, Spider-Man! You are entirely powerless against my ever-evolving power!"_** Goblin told him. **_"You couldn't defeat me the last time we fought! What makes you think you could beat me now?"_** He asked the web-slinger as the monster gets ready to fight.

"I've gotten MUCH stronger since last fought, Gobby! Not only that, I even have a few new toys that I've been DYING to give you!" Spider-Man said as he too gets ready to rumble.

 ** _"_** ** _Then come on! Show me how well you can die!"_** Goblin said, as the two fated enemies make their standoff at one another, since this is the first time they have fought in months, ever since they both arrived in Remnant.

 **BGM- Ultimate Spider-Man Game OST- Mega Battle**

 ** _"_** ** _HHHRRAAAAAAAGGHHH!"_** Goblin charges up his fire aura around his body, ready to attack.

"Come on, you ugly hothead! Give me your best shot!" Spidey taunted the fire demon, as Osborn throws a huge fireball at him, but Spidey was able to jump away from it in time. "Thanks, but I just had a fireball for lunch!" He said as lands back on the ground and makes a mad dash at Goblin, throwing a lot of punches at all sides using his speed and agility. Tired of the constant pummeling, Goblin surrounds himself with fire, partially burning Spidey's hand. "AH! FIRE! BAD!" He said, quickly moving his hand around in the air to wipe away the fire. He then decides to web it up so the fire can disappear, but granted Goblin enough time to sneak up on him distracted and give him a bear hug, trying to crush his spine.

 ** _"_** ** _Time to squash you like the bug that you are!"_** Goblin said with a smile, squeezing Spidey harder and harder so he could break him.

"I told you…we're Arachnids, but I wouldn't expect someone crazy like you to remember that!" Spidey said as he gets squeezed. He managed to release one of his hands and fires a taser webbing at Goblin, shocking him, letting go of his grasp on Peter. Now free, Spidey uses his other web shooter to fire another taser webbing at Goblin, giving him twice the voltage. "I'm putting a shock to your system, Osborn!" He punned as he continues to shock the monster.

Getting tired of being shocked. Goblin uses his claws to rip apart the taser webbing. Free, but weak at the moment, Goblin rest one knee on the ground, giving Spider-Man the opportunity to strike with his webbed-up fists. Spidey charges at the weakened Goblin, throwing as many punches as he can at him. "Thankfully, my new webbing can stand up to even your heat, Osborn! Give up!" He said as he gives one punch right at Goblin's face.

 ** _"_** ** _Fool! I am now as hot as the sun! Your webbing is nothing!"_** Goblin shouted, releasing a little explosion from him, knocking down Spidey to the ground. As the webhead gets up, he sees that Goblin has changed, surrounded by an intense fire aura that darkens his body, while also giving him orange magma that courses through his body.

"Wow, that's new!" Spidey said as he stares at the Goblin's new form.

"Watch out, Spidey! He's using his Primal form now!" Ruby shouted at him from her hiding spot.

"Primal what?" Spidey asked her, only for his Spider-Sense to tell him to move from one of Goblin's intense punch.

 ** _"_** ** _Primal Goblin, I like to call myself while I'm like this! A result of my ever-evolving power!"_** He said, as he throws huge fireballs at Spider-Man, but thanks to his Spider-Sense, he was able to dodge them with ease.

"Good! At least this way I won't have to see that ugly, green skin of yours! Seriously, have you consulted a doctor yet about your condition?" Spidey asked as he webs up a nearby steel beam and uses it to smack the Goblin in the face, but it just melts off from contact.

 ** _"_** ** _Do you really think you have a chance?"_** Goblin asked him as he leaps over the Spider-Man, but the boy quickly jumps over to the other side of the arena. **_"I have decimated all my enemies with this power, including your weakling friends! What makes you think you POSSIBLY have a chance against me now?"_** He asked before getting punched by Spidey's webbed up fist.

"Because unlike everyone else, I fought you countless times before, even back when you were just a guy in a costume throwing pumpkin bombs at me from your man-purse!" Spidey said as he gives another punch to Goblin's face. "Seriously, I've been kicking your butt since I was 15 years old! 15! I was the same age as Ruby here when I was smoking your butt all over the city!" He said, giving another punch to the face of the Goblin. "Not only that, but I doubt all the guys you fought here are as smart as me!" He said before leaping over Goblin, finding himself at the other side of the arena.

"Voice command: Web shooters! Water Dust equipped! Seismic Blast! Full power!" Spider-Man shouted as he powers up his web shooters, with white particles floating around his hands until they come together and becomes a big, blue ball in both hands.

 ** _"_** ** _Huuuuuraaaaagh!"_** Primal Goblin starts charging at Spider-Man in order to stop whatever he has planned. Spider-Man cups his hands together to his side, and concentrates to create a Hadoken, combined with the Water Dust-Seismic Blast, to create a big, powerful, vibrating energy ball in his hands.

"EAT THIS, GOBLIN!" Spider-Man shouted, shooting out the energy ball right at the charging Goblin. The attack makes a direct hit, stunning Osborn to the ground while completely getting rid of that Primal aura around him.

 ** _"_** ** _What the…"_** Goblin looks around his body to see he is out of his Primal form. **_"My Primal form! How did you get rid of it so easily!? That is impossible!"_**

"I pretty much shot out a powerful, vibrating water blast that hits as hard as ten trucks, completely knocking you out of that Primal form of yours!" Spidey explained to him. "I've even thrown in a little something to give the blast some extra firepower!" He said, referring to combining the blast with his Hadoken.

 ** _"_** ** _You…worm…"_** Goblin said, a bit dazed. Even though he's not using a lot of his power, Goblin is still impressed that Spider-Man was able to knock him out of his Primal form that easily. **_"Just give me a moment, and then I'll return to my Primal form and crush you!"_**

"A moment is all I need to kick your ugly, green butt back to Siberia!" Spidey said, charging at Goblin with the full intent on beating him with all his strength. "This is for my friends!" He shouted, using his Spider-Fu to attack Goblin at all sides, at all of his pressure points, using his spider-speed and strength. And thanks to the upgrades from his incomplete evolution, his speed, strength, durability, agility, and reflexes have been greatly enhanced, allowing him to dish out even more pain at a faster rate. Spidey jumps up high into the air, attaches two web lines down to the ground at both sides of Osborn, and then slingshot his way back down with a powerful double kick, knocking Goblin down while creating a huge crater from the impact. Spidey jumps right from the crater and lands at the edge of it.

"Way to go, Spidey!" Ruby cheered for him from the side.

"With Spider-Man here, our chances of winning are slightly better!" Weiss said, as the number of Goblin Reapers start to slowly decrease thanks to Goblin getting beat up, losing some of his concentration.

"Yes!" Blake fist pumped before slices another Reaper.

"Thank you, Spidey!" Yang said with a smile.

Spidey looks down at the crater, where Goblin is surrounded by some rubble. His Spider-Sense tingles to alert him that Goblin is not out, as he breaks free from the rubble and jumps high from the crater, landing at one of the edges of the arena, roaring at Spidey for causing some 'slight' damage before smiling again.

 ** _"_** ** _Heh, not bad, Spider! You certainly have gotten a bit stronger since last time!"_** Goblin complemented Spider-Man, even though the monster is still holding back A LOT of his true strength. **_"But you aren't the only one has learned a few, new tricks!"_** He said with a smile. He uses the power of the Gravity Dust injected into him, creating a black sphere from his palms and shoots it at Spidey, but the witty webhead easily ducks under it.

"HA! You missed!" Spidey said.

 ** _"_** ** _Did I?"_** Goblin asked with a smile.

Spider-Man's Spider-Sense starts tingling as he looks up into the air to see the black orb drawing in pieces of the ground he's standing on. "No! No! No! No!" He said as part of the ground he's standing on starts rising up to the black orb.

"Ah! Help!" Ruby said as she too is getting sucked up from the ground and into the black orb as it starts to surround itself with rubble and rocks.

"Don't worry, Ruby! I gotcha ya!" Spidey said as he jumps from floating rock to floating rock, grabbing Ruby close to his chest to hold her tight. "Good thing I have my stick em powers! Otherwise, this would be a problem!" He said before his spider-sense tingles. "And now, we have a problem!" He turns around to see a lightning dragon a few feet behind him as they get sucked into the giant, floating rock.

 ** _"_** ** _Kirin! Destroy those miserable pest! Eradicate them!"_** Goblin commanded his lightning beast as it starts giving chase to Spidey, jumping from rock to rock while holding Ruby so they could reach the ground.

"Let's see what happens when I overcharge this beast!" Spidey said, shooting out multiple taser web bullets at the lightning beast, overloading it before it could explode, knocking both Spidey and Ruby back to the ground surface. "Oh man, that was fun, wasn't it, Rubes?" He asked her as they both get up from the ground.

"Oh yeah. Better than any roller coaster that I ever went to." She said, grabbing Spidey's hand to help her up.

In order to ruin the moment, Spidey's spider-sense tingles again. "Oh, come on! Now what?!" Spidey asked as both he and Ruby look up into the sky. Their eyes widen as they see the giant boulder, about half the size of a tall building, floating in the sky thanks to Goblin using his Earth and Gravity Dust powers.

"This is bad, right?" Ruby turns to Spidey to ask him that question.

"Oh, it's bad! Like, really bad!" Spidey answered her.

 ** _"_** ** _Take this: Planetary Devastation!"_** Goblin shouted as he raises his hand down, prompting the giant boulder to fall down at the two teens.

"Ruby! Move!" Spidey pushes Ruby out of the way before the boulder collides right on top of the Spider.

"Spider-Man! Noooo!" Ruby yelled out from the floor, as it would appear that Spider-Man was crushed by the giant boulder.

 ** _"_** ** _Ahahahaha! There! I have now squashed the him, like the bug that he is!"_** Goblin said, thinking that Spider-Man is finished. His face of laughter is then replaced with a face of shock as he sees the boulder slowly moving up.

"What did I say…about us being called bugs?" Spider-Man said from underneath the giant boulder as he is using all of his strength to slowly lift it up in the air.

"Whoa!" Yang said speechless, as all four girls are amazed on how Spider-Man is able to lift such a heavy object that might be as heavy as a building.

"Errrrrrraaaaaggghhh!" Spidey said, using his strength to slightly throw the boulder straight in the air, enough time to escape as the boulder lands back on the ground. "Time to play ball!" Spidey said, attaching two web lines at two lampposts outside of the construction site, lifting him up to the air as he swings to the boulder, kicking it hard enough at the Goblin, causing him to get pushed back by the heavy object. "HA! How do you like that, Gobby?" Spidey asked with a fist pump in the air.

 **BGM Ends**

A small tremor from where the boulder crashed into Goblin explodes into a million pieces, as the hot rocks scatter, hitting all the broken buildings in the area as Goblin walks out of the smoke.

Spider-Man, very tired but not out, starts running at the Goblin in hopes of finishing this. "This needs to stop, right-!" He was about to deliver a kick to Goblin's face, but the monster grabs it with his right arm and slams Spidey to the ground. While still holding onto Spidey's leg, Goblin jumps high into the air before throwing Spidey right back down to the ground while laughing maniacally to himself.

"Spider-Man, are you okay?" Ruby shouts from her cover.

"Uh…" Spidey said as he slowly gets up from the ground. "I have now officially run out of ways to say 'Ow'." He said as he stands up.

 ** _"_** ** _Drraaaagh!"_** Goblin lands right in front of Spidey while covered in orange fire. **_"And now, this ends!"_**

"I agree! What is this again?" Spidey asked the Goblin before getting pimped slap to the ground again. Spidey slowly gets up from the ground as he holds onto his left arm in pain. "Can't we just call this a draw? How about rock-paper-scissors?" He asked he dodges a punch from Goblin, only for the monster to immediately kick him down to the ground.

 **BGM- Dragon Ball Super OST- Endless Training**

 ** _"_** ** _Ahahahahahaha! Foolish boy! I told you, you were no match for me! I'm not even using half of my full power!"_** Goblin told the Spider as he gets up from the floor again. **_"But I will give you credit! This was the most fun I had since I first got here! Just what I expected from you!"_**

"Uh, I'm happy to be of service." Spidey said before getting dragged to Goblin's fist thanks to his Gravity Dust abilities, getting uppercut from the jaw and down to the ground.

 ** _"_** ** _Now it is your time to die!"_** Goblin said, raising his hand at Spidey as he gets up from the ground.

"I'm not afraid to die, Osborn! You should know that by now!" Spider-Man told him.

 ** _"_** ** _Oh! How about your friends then? Are they afraid to die?"_** Goblin asked them all.

"Do your worst, Osborn!" Ruby shouted from her hiding spot.

"But don't think it'll be easy!" Weiss shouted as she takes out a couple more Goblin Reapers.

"If we have to die to take you down, then so be it!" Blake said, using her gun to shoot at some more Reapers.

"And I'm sure Peter would say the same thing!" Yang said, punching the ground with her left arm to destroy some more Reapers.

 ** _"_** ** _Hmph! As excepted from the friends of the Spider and Parker!"_** Goblin said with a smile as he looks back at Spider-Man. **_"But I do have one last question before you die, Spider-Man."_**

"Oh yeah, and what would that be?" Spider-Man asked him, causing Goblin to laugh a bit before asking his question.

 ** _"_** ** _How would you like your tombstone to read? Spider-Man…or Peter Parker?"_** Goblin asked him that, causing everyone in the arena to have a very shocked face from what he just revealed.

"Oh no…" Blake said, as his secret is out.

"Did…he just say what I think he just said?" Weiss asked, thinking he must be joking, but she knows that he's not.

"I think he just did!" Yang said, still awe-struck from shock.

Ruby, also awe-struck, stares at Spider-Man who is a few feet away from her. "Spider-Man…is Peter." She said, can't believing that her friend that she thought of as a brother was actually Vale's own Superhero.

 **BGM- Dragon Ball Super OST- Impatience**

Spider-Man lowers his head in shame, now that his secret is out, but Goblin is letting him live it down as he starts laughing at his expense. **_"I can't believe you, Parker! It would seem that no matter where you go, you will always remain the same, stubborn boy that keeps his secrets from those close to you! You'll never change, even when you are about to die!"_** Goblin throws at fireball at Peter, but the hero was able to dodge it just in time. **_"But I'm not the only one who knows about your secret! Am I right, Kitty Cat?"_** He asked Blake with a laugh.

Weiss and Yang turn their heads to Blake. "You knew Peter was Spider-Man, after all this time?" Weiss asked her.

"I figured it out on my own before we went to Beacon! I was going to tell you a few minutes ago, but I didn't want to break Peter's promise!" Blake told her with a frown, feeling guilty.

"Why would Peter want to keep his secret identity from us?" Yang asked her.

 ** _"_** ** _It was Parker's vain attempt to protect those he loves and cares about! But it doesn't matter when someone like me knows all about him!"_** Goblin said as tries to swipe at Peter with a punch, but the hero jumps over it. Goblin leaps over to punch Spidey, but the boy leaps over to the other side of the arena from the powerful punch.

"I still can't believe that Peter was Spider-Man this entire time!" Weiss said, still in shock, and a bit embarrassed since she kissed Peter twice in the past few months, one as Spider-Man, and the other as Peter Parker.

 ** _"_** ** _Don't be too shocked, girls! I, too, was surprised when I first found out that Peter and Spider-Man were one and the same! But the more I thought about it, the more it made sense!"_** Goblin said as he turns around to start walking towards Peter's direction. **_"It was obvious! You and my son, always there, always in my WAY!"_** He shouted as starts running at Peter, turning into his Primal form to deliver a punch at Peter, but he leaps over it as Goblin creates another big crater on the ground. Spidey uses his taser webbing from the air on Goblin, shocking him for a bit before he turns around and claws away the webbing as Spidey lands on the ground. **_"No clever quips or jokes! Where's your sense of humor, Peter?"_** He said as he leaps over to Spidey, slamming the ground where he was at before he dodged that one too.

"There's nothing funny about this, Osborn! I never asked for these powers! I never asked for my friends and family to be your playmates!" Spidey said in a serious mood, running at Goblin deliver a kick to the face, but Goblin backhands him to the ground hard.

 ** _"_** ** _Fool! You should be grateful for those powers! After all, I practically gave them to you!"_** Goblin said, throwing multiple fireballs at Spidey, but he barely avoids them with his reflexes.

"Wait! What?" Ruby asked, more confused than shocked from what he said.

 ** _"_** ** _When you visited Oscorp two years ago, there was an experiment to demonstrate how to control radioactive rays that I, personally, funded and supported!"_** Goblin started explaining a bit of Spider-Man's origin story. **_"But unbeknownst to me and everyone at the time, a tiny spider was hit with the radioactive rays as it started firing up! That same radioactive spider bit you, giving you the powers you now have!"_** He explained to them.

"So what, does that mean that…" Yang started.

 ** _"_** ** _Yes! I am the one that created Spider-Man in the first place! The two of us are practically family, especially when months later I used his DNA, combined with my own, to create a more enhanced version of the OZ formula, better than the original formula that Dr. Mendel Stromm had notes of before he got arrested by yours truly!"_** Goblin said with a smile.

"Alright, Norman, since you're in a talkative mood today, answer me this…" Spider-Man started talking. "How in the world you are still alive? I remember you were in the middle of an explosion in the Hellcarrier! That should have wiped you out completely!" He asked the Goblin.

 ** _"_** ** _The only thing that little trinket of yours did was send us both to this pitiful dimension!"_** Goblin said, throwing a Shakunetsu Hadoken at Peter, but the Spider jumps over it while shooting a couple of web balls at Goblin's face, temporarily blinding him before he burns it off.

"Wait! Peter's from another dimension?!" Weiss said shocked.

"Okay! I did NOT know about that!" Blake said since she had no idea about this as well.

 ** _"_** ** _If you must know how I survived, the answer is simple: I am immortal!"_** Goblin said while trying to deliver a flurry of punches at Spidey, but he webs up his arms and jumps over him.

"You're what?!" Spider-Man, as well as the other four girls, shouted at the same time.

 ** _"_** ** _Yes! You see, thanks to the ISO-OZ formula, not only am I incredibly strong and resilient, I am also able to regenerate from pretty much anything!"_** Goblin explained, using his Earth Dust powers to throw a couple of rocks from the ground at Spider-Man, with some of them actually getting some hits on him. **_"No matter how hard you try, no matter what you do, I cannot be stopped! Not now! Not ever!"_** He said with a laugh, charging at Spidey with an elbow to the chest, knocking him down to the ground. **_"If only you finished me off much sooner before I could have achieved immortality, Parker, then this world and all other worlds wouldn't be at such a great risk of being controlled by me. You're a failure, boy! You could never use your power to its fullest potential! That's why those close to you always gets in grave danger and dies at the end, like Ben Reilly, Gwen Stacy, Harry Osborn…"_** He lets out a big, evil grin on his face. **_"And even your precious, Aunt May…"_**

 **BGM Ends**

"What…are you talking about?" Spider-Man asked him as he weakly stands up and faces the mad tyrant. "My Aunt May should be safe back in New York."

Goblin laughs on how foolish Peter is thinking now. He then reaches to his pocket and takes out May's watch that Peter bought for her. **_"Here, catch!"_** He throws the gold watch at Peter, who was able to catch it with his right hand.

"This…is the watch I bought for Aunt May." Peter said as he stares at the watch before looking back at Goblin. "What? Did? You? Do? TELL ME!" He shouted at Goblin with anger in his voice.

 ** _"_** ** _Do you really want to know what really happened to your Aunt May?"_** Goblin asked him with a smile on his face, with Peter starting at him with a serious look behind his mask. Even Ruby and the other girls stop what they are doing as they prepare to listen to what Goblin has to say about Peter's Aunt. **_"How about I start when we were both back on Earth, shall we?"_** He said with a couple of laughs before starting.

 **BGM- Dragon Ball Super OST- Regret**

 ** _"_** ** _Your Aunt May was never in some random building back in New York. She was actually aboard the Hellcarrier the entire time."_** Goblin started explaining, causing Peter to grunt in anger to himself from what he said as Goblin continued. **_"You probably didn't realize it since you were so focus on fighting me to reveal her whereabouts when she was just under your nose the entire time. So, when you used that trinket of yours, it send all of us into this new world, including your Aunt. When I found out that my Hellcarrier survived the travel, I also found out that your poor Aunt was lying in a room, unconscious because of your stupidity."_** He said before he suddenly vanished and reappeared right in front of Peter, delivering a massive punch to the gut, causing Spidey to cough out blood from his mask as he hits the ground. Before he could get up, Spidey is suddenly being burned by a fire vortex created by Goblin, causing him to scream out in great pain.

"PETER!" The girls shouted, but they can't do anything as Goblin Reapers block their way to help him.

 ** _"_** ** _Hmhmhmhmhmhm!"_** Goblin laughs to himself, enjoying to see Peter in great pain and agony.

"Bastard, what the hell did you do to my Aunt May?!" Spidey struggled to ask from being burned alive with part of his costume getting destroyed.

 ** _"_** ** _I'm already burning you, see? It's similar to how I ended your Aunt May, by burning her alive, with I'm sure her last thoughts were her thinking you could have saved her, but I guess that's too late now. Hehehehehe."_** Goblin laughed as the fire vortex around Spider-Man disappears, with Peter falling flat on the ground, with a bit of his costume burnt. You can even see a bit of his hair sticking out from his mask as lies there.

 **BGM Ends**

"Peter…" Ruby stares at Peter's lifeless body, wondering if he is dead or not.

"Goblin…!" Yang snarled as she, Blake, and Weiss stare at Goblin with extreme anger, never meeting with someone so heartless and evil.

 ** _"_** ** _Heh, don't worry. I promise to kill you four before I finish off Parker, so that way he could remember how he couldn't save you all before he dies."_** Goblin started laughing maniacally. He stops with a smile as he sees Peter's hand twitch before he starts getting up from the ground.

"You ruthless…heartless…bastard!" Spidey cursed as he gets up on one knee with his head lower so he could not face the Goblin, but that monster is enjoying himself as he continues to laugh to himself. Peter's entire body starts twitching as the dark clouds above them starts to shoot thunder and lightning around the battlefield. Eventually, a thin, crimson aura starts to flash around Spider-Man as he tries to hold back all the anger he held within him for so long. The girls, and even Goblin are a bit shocked at what they are witnessing. The rubble around Peter starts to float in the air. "I will make you suffer!" He declared in anger as he finds himself surrounded by a crimson, pulsing, flame-like aura around his body. He stands up, facing straight at Goblin, who is crossing his arms as he looks at Peter with a grin.

 **BGM- Dragon Ball Z Burst Limit- Goku Super Saiyan Theme**

"You just keep killing innocent people, one after another, whether it's your own son or some random kid who wants nothing with you." Spidey said in a calm tone towards Goblin, who replies with a smirk on his face. "You killed Ben, Gwen, and even my Aunt May!" He said as he clenches his right fist in rage. "And now you want to kill my friends who has nothing to do you with you!" He said while all four girls stares at him in awe at his crimson aura. "Now, I'm truly angry! GOBLINNNNN!" He yelled out in anger as his aura explodes around the arena, instantly destroying all the remaining Goblin Reapers in the area as the girls, even Goblin who is just smiling in amusement at what he's witnessing, use their arms to cover themselves from the massive wind currents coming from Peter.

 **BGM Ends**

Spider-Man, in his new, crimson aura, vanishes from sight that not even Goblin could tell where he is as the raged hero is moving so fast for any of them to find him. He reappears right in front of Goblin, elbowing him away, sending him flying through the arena. Spidey then catches up and attacks him with a powerful barrage of kicks and punches, ending with a heavy punch to his stomach that causes Goblin to cough out blood. As Goblin lays down on the ground paralyzed to move, Peter jumps high into the air as he puts on his Iron Avenger gauntlets from his pockets and cups them to his side. "I don't care if you're immortal! You're going down!" Using his new aura power, he fires a huge, crimson repulsor blast from his hands straight down at the Goblin, completely burying him to the ground. Spidey lands right back on the ground right as Ruby and the other girls catch up to him.

"Peter!" Ruby shouted as Peter turns around to face his friends.

"Go!" The crimson aura Peter told them. "Get out of here! Run as far away while Goblin is still dazed! Get back to Beacon and don't turn back!" He ordered them to do, but the girls all stare at him still a bit shocked at this new aura he has around his body. Peter lowly growls in anger since they aren't listening to him. "DO AS I TELL YOU RIGHT NOW, BEFORE I LOSE WHAT LITTLE SENSE OF REASON I HAVE LEFT!" He yelled at them in anger, causing them to get out of their little trance.

"O-Okay!" Ruby said, a bit terrified at his attitude, even more terrified than when they all fought Goblin. The girls all start running away from the battlefield while looking back at Peter as he stands there, watching for when Goblin might pop out. Suddenly…

 **BGM- Dragon Ball Z Budokai 3- Evil Power**

 ** _"_** ** _RRRRAAAAAAAGGGHHH!"_** Goblin roared out as he jumps from his crater and in front of the retreating Team RWBYP, now back in his Primal form. **_"No one is going anywhere, not until you all lie down beneath my feet!"_** He brings out his claws, ready to swipe at the girls, but Spidey appears right in front of him, punching him square in the face, knocking him away from his friends.

"You're not touching them, you hear me, Osborn! I am going to end you!" Spidey shouted at him as Goblin gets up from the ground, wiping away the blood from his mouth as he smiles.

 ** _"_** ** _Fool! Have you forgotten? I am immortal! I CANNOT DIE!"_** Goblin reminded Peter.

"Good! That way I can torture you some more, so I can hear your screams of pain and agony!" Spidey angrily said to Goblin, showing that he means business.

 ** _"_** ** _Ooooo, I can't wait to see you try, Parker!"_** Goblin said with a smile before laughing to himself.

Peter takes a quick glance at his friends that are behind him, causing them to get scared at his ruthless expression. "Okay! Running now!" Ruby said as the girls start running back to the city. Peter looks back at the Goblin and gets ready to fight.

"Your mine, Goblin!" Peter shouted as he vanishes from his spot and appears behind Goblin, ready to attack. Goblin was about to counterattack, but he didn't expect Spidey to reappear in front of him, punching him straight in the gut before getting kicked away.

 ** _"_** ** _HHHUUURRRAAAAGGGHH!"_** Goblin roared angrily as he charges at Spidey with a devastating, right punch at him. Peter stands there as he effortlessly catches the punch with his left hand, even though the power from that punch caused the ground below them to crack. **_"WHAT?!"_** Goblin shouted, surprised that Peter was able to catch a punch that could level a small, city block. The crimson, raged Peter then starts to crush Goblin's hand, making him scream in pain.

"What's wrong? I thought you were immortal! I guess you can still feel pain after all!" Spidey teased him as he continues to crush his hand. Already tired of playing with him, Peter kicks Goblin's neck so hard he twisted it. "Had enough?" He asked the Goblin as he tries to understand what is going on now.

 ** _"_** ** _Argh! Argh!"_** Goblin said in pain before he twisted his neck back in order and his hand is quickly healed. Goblin cracks his neck a few times to make sure it's back in order before smiling at Peter. **_"Heh heh heh, good. You are finally being serious for once in your life. But don't think that just because you are not making any of your lame jokes and having that aura of yours think that you could possibly beat me!"_** Goblin said before having a slow laugh to himself.

"Hmph!" Peter grunted as he gets into fighting position, not even bothering to make a joke at a time like this. The rage that he has kept inside him for all these years, and the fact that Goblin is blaming him for everything that has happened recently, is being fueled by his new aura, one the world of Remnant has ever seen before.

 _"_ _Oh, Parker…"_ Goblin said in his head. _"You have no idea the terrors that I'm going to show you. So, get ready."_ He said as he takes his monstrous, fighting position, ready to fight the crimson aura Spider-Man.

 **BGM Ends**

* * *

In the shady area of Vale, Ruby and the other girls are running as far away from the battlegrounds to get back to Beacon.

"Oh man! I never seen Peter that angry before!" Weiss said as they continuing running.

"No kidding! Remind me to never make him angry after this!" Yang said.

"Coming from you, that makes him even more terrifying!" Weiss replied, since she knows how angry Yang can be, but Peter is now on a whole, new level of angry.

"I can't believe that was Peter's aura we just witnessed!" Blake said to the group. "It's so powerful, nothing like ours, or anyone else for that matter! Even from here, I can still feel its power!" She said. They all stop in their tracks as they can feel the tremor from the battle between Spider-Man and Goblin.

Ruby looks back at where they left Peter before making a decision. "We have to go back!" She said, getting the attention of her friends.

"Go back?! You heard what Peter said! He wants us to get out of his way! He even yelled at us, made us feel even more terrified than when we fought Goblin!" Weiss told her.

"He only did that so he could protect us!" Ruby told her. "You heard what Goblin said about his Aunt. Peter doesn't want the same thing to happen to us. He was more scared for our safety so we can leave."

"So, why should we head back then?" Weiss asked her.

"Because he's our friend! That's the only reason why he hid his identity from us to protect us!" Ruby answered her. "Now it's our turn to protect him because he can't do this alone!"

"Ruby's right!" Yang agrees with her sister. "We can't leave our favorite hero/friend now, can we?" She asked.

"He's also my partner too, so I can't just leave him there fighting alone." Blake said.

Weiss sighed since they are all being foolish now. "We're going to get ourselves killed, but I would be lying that I don't want to go back and help him out." She then smiles. "Besides, just because he's a hero doesn't mean we should listen to what he says, right?" She asked.

"Yeah! He's still a part of this team, and I'm still the leader of him, so let's go!" Ruby said.

"Right!" The rest agreed as they head back to help out Peter.

* * *

 **BGM- Dragon Ball Super OST- Judgement Day**

The Crimson Aura Spider-Man drop kicks right onto Primal Goblin's face before punching his gut and elbowing his jaw. Goblin retaliates and slams Peter's head hard to the ground, but using his gauntlets, fires off a repulsor blast to make Goblin almost lose his footing as he backs away. Just as he lands on the ground, Spidey charges full speed at Goblin with his aura-filled right punch, with Goblin reacting with his own right punch, with the two of them punching each other in the face at the same time, knocking each fighter away from one another.

 **BGM Ends**

Spidey gets up from the ground, panting heavily from the battle, as his left eye lens is broken, to reveal his eyes have turned red, as oppose to Goblin, who just spits out a tooth before smiling to himself. **_"Good job, Parker! I'm impressed!"_** He said as he stands up tall, just as Peter does the same. **_"I always knew you had incredible power within you, and to think, this is only half of your full power, is it not?"_** He asked Peter, but the boy doesn't answer as he gets into fighting position. **_"Your Aura is special, Peter. It's because it's responding to both your human side and your spider side. For now, you are only using the human side of your Aura. You are still holding back incredible amounts of power. But why is that you are not accepting the spider side of you? Is it because you don't know how to unlock its power, or is it simply because you are afraid of having more power, mentally restricting yourself to hold back your true potential?"_**

"The power I have is MORE than enough to beat you, Osborn." Spider-Man told him, ignoring the question he was just asked.

 ** _"_** ** _Are you sure, Spider-Man? I am still holding back incredible amounts of power thanks to the dozens of ISO-8 I injected into my body, along with the OZ formula."_** Goblin said, clenching his fist with fire. **_"The fact that you are a match for me even in my Primal form is impressive. So, as a reward, allow me to show you my own Aura, an aura that has the power to move worlds!"_** He said as he gets into a charging up position while clenching his fists.

 **BGM- Dragon Ball Xenoverse 2 OST - VS Villainous Form / Trailer Music**

 ** _"_** ** _ERRRRRRRR RRRRAAAAAAAAAGGGGGGGHHHH!"_** Goblin let out a powerful, monstrous roar as he starts powering up, with a strange, dark red aura surrounding him as he continues to scream, with the aura getting bigger and bigger every second.

"Oh man! My Spider-Sense! It's going crazy from his power!" Spider-Man said as he covers himself with his arm to avoid getting blown off. The ground below them starts to tremble as the broken buildings around them start to collapse from Goblin's increasing power, and electricity starts to spark around the arena thanks to his frightening power. "It feels like he causing a massive earthquake, but how big are we talking about here?" Peter asked.

 _"_ _From my calculations, it would appear that major tremors are happening all over the world."_ Jarvis answered him from his Webware.

"WHAT?!" Peter said shocked as Goblin continues to scream and power up.

* * *

"Oh man! What is going on? It feels like the entire world is shaking!" Ruby said while trying to keep her balance.

"This can't be coming from the Goblin! It just can't be!" Weiss said, trying to deny the fact that Goblin is this powerful.

"It has to be! Who else could it be?!" Blake asked her while shielding her eyes from the massive wind currents.

"Oh man! This is bad! Really, really bad!" Yang said, using her one arm to hold onto a lamppost so she won't be flown off.

* * *

 **Beacon Academy**

Spider-Man and the others aren't the only ones feeling this tremor, as the people in the city are screaming for their lives from the massive earthquake. Even those at Beacon are feeling it.

"Glynda, are you alright?" Ozpin asked her as he holds onto something so he won't fall off.

"I'm fine, but I need to warn the students to get to safety!" Glynda said as she heads for the elevator.

"This power…" Ozpin said as he looks through his window.

* * *

"Oh man! What's going on?" Jaune said in his team's dorm room, holding onto something so he won't fall.

"Hey, this is fun!" Nora said, jumping on her bed while the earthquake is happening.

"Nora! This isn't the time!" Ren said to her, causing her to stop jumping.

"So intense! Something like this never happened before!" Pyrrha said as she holds onto something so she won't fall off.

* * *

Even Cinder's group in their dorms are feeling this earthquake, and like the others, are shocked and a bit terrified at what's going on.

"This is so NOT cool!" Mercury said as he holds onto a desk for safety.

"Cinder! Do you know what's going on?" Emerald asked her as Cinder is looking through the window.

"I'm…not sure." Cinder replied.

"You mean; this wasn't part of your plan?" Emerald asked her.

"No! This is something else! I don't know who, but whoever this is, has power beyond even MY imagination." Cinder said as she looks outside the window.

* * *

 **The Ruins of Goblin Island**

General Ironwood and the military fleet he brought to Vale are currently picking up parts and scraps of the robots that were destroyed by Goblin in hopes of using its rare metal of Vibranium, Adamantium, and Carbonadium for their own purposes. While they were doing this, they all felt the same tremor that everyone else is feeling.

"This power! Just what is going on?" Ironwood asked as he holds onto something to keep himself from following.

* * *

 **Atlas**

Jacques Schnee, at his rebuilt Schnee Dust Headquarters, is also feeling the quake in his office.

"Oh, what is going on? Are we under attack again?" He asked while holding onto his mounted desk to the ground.

* * *

 **Menagerie**

Even the Faunus of Menagerie are freaking out from this massive tremor, as trees fall down and the ocean waves gets worse and worse.

"Everyone, calm down! Let's not panic!" Ghira yelled out to keep everyone calm through this disaster.

"Oh, what could be going on here?" Kali asked next to her husband.

"I wish I knew! I just hope our daughter is safe!" Ghira said as he holds onto his wife.

* * *

 **Back at Vale**

"Goblin! Norman! Stop this! You could break the world if you continue this madness!" Spider-Man yelled at him, trying to stop him from powering up.

Goblin stops powering up, as he breathes out white smoke from his mouth, with a thin, dark red aura surrounding his body. He stares at the pretty scared and shaken Spider-Man in front of him. He smiles and laughs at his expense before he continues powering up. **_"RRRRRRAAAAAAAAAAAAGGGGGGGGGHHHHHHHH!"_** He let out a monstrous roar as he surrounds himself in a dark red sphere, with the energy turning into a vortex that shoots out into the sky, turning the clouds above into a nightmarish red color. The dark red light coming from Osborn start to encompass all of those around him.

"Oh! No! No! No! No! No!" Spider-Man shouted as the dark, red light starts to encompass him.

It doesn't stop there, as the light explosion starts to encompass all of Vale, starting with Ruby and the others. "Oh no! Peter!" Ruby said as the four of them gets encompass by the dark, red light, with it getting bigger and bigger until most of Vale, including Beacon, are encompassed by this dark and menacing light. What has become of Spider-Man and the others? What power is Goblin holding? And whatever it is, do they have what it takes to stop him now? Find out later!

 **BGM Ends**

TO BE CONTINUED…

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Spider-Man: Hi, this is Spider-Man. What…What is this power?!**

 **Shin Goblin:** ** _This is the ultimate power, Parker. My own, demonic aura, combined with the ISO-OZ Formula, has now awakened my true power. The power of SHIN GOBLIN!_**

 **Spider-Man: This is unreal! Power like this shouldn't exist!**

 **Shin Goblin:** ** _But it does, Peter. And you will be one of my victims under this power!_**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Ultimate Showdown (Part 3)- Ultimate Power of Shin Goblin_**

 **Ruby: I thought Goblin was scarier before, but this is too much!**

* * *

 **KFX here: Man, what a chapter, am I right? Goblin revealing Peter's identity to his friends. Peter's explosive Aura. And Goblin shaking the world as if he's going Super Saiyan 3 for the first time. You don't want to miss what happens in the final part of this three-parter, but it will effect on how the next several chapters will be like, so stay tuned.**


	44. Vol 2 Issue 10:Ultimate Showdown(Part 3)

_Vol 2 Issue 10: Ultimate Showdown (Part 3)- Ultimate Power of Shin Goblin_

 **Beacon Academy**

"Uhhh…" Ozpin wakes up from the floor as he puts his hand onto his desk to help himself get up. "What happened?" He asked himself before he goes to his window to check what is going on outside. "The last thing I remember was being encompassed by some strange light. Whatever it was, I could sense it was coming from someone very powerful, and very evil. Perhaps this 'Demon King' Qrow told us about. But…" He stopped himself as he gasps from his window to see the students on the ground all knocked unconscious. "It would seem that I wasn't the only one taking a nap just now." He said as he looks through his window. "This King, whoever he is, has power that I never thought would exist."

* * *

Cinder wakes up from her dorm floor, shaking her head to get rid of her dizziness. "What was that light?" She asked herself as she stands up. She turns around to see that Mercury and Emerald are still knocked unconscious. "I felt a dark presence from that light, holding power that surpasses that of the Maidens, but…is that possible?" She asked herself as she folds her arms. "Whatever this power is, I want it for myself. No one but me should have that kind of power." She said as she looks outside her dorm window, to see that the sky is now dark red.

* * *

 **Unknown Area**

In some barren wasteland, with a dark red sky, rocky terrain and enormous purple, and even tar-like pools that spawn Grimm, there is a building located there, where four people are sitting in some sort of conference room. Three of them are already familiar: Arthur Watts, Tyrian Callows, and Hazel Rainart, but of course, these are the LMDs created by Goblin after he killed the original body, to spy on one particular woman.

The woman is named Salem, with her skin being deathly pallor, covered with deep red and purple veins that run up her arms and face. The sclerae of her eyes are jet black and her irises glow red. She has a black diamond-shaped marking in the center of her forehead. She wears a very long black robe with red designs resembling eyes. She also wears a ring resembling an insect on her right index finger. She has white hair formed into a bun with six offshoots from which ornaments are suspended.

"Oh man, did everybody else feel that tremor just now?" The LMD version of Tyrian asked the group from his chair. "Man, was that crazy!" He said.

"Indeed." LMD Hazel agreed with him. "And I'm certain this wasn't some ordinary tremor."

The LMD version of Arthur Watts turns to his leader, who is staring through her window. "What do you think was the cause of this, my lady?" He asked her, but she doesn't reply as she seems to focused on something else. "My lady?" He asked her to get her attention.

Salem is too distracted as she looks out through her window to stare at the Grimm from outside, with all of them acting strangely, almost like they are scared. "This is strange." Salem started talking, finally. "The Grimm. As if all the Grimm in the world are whimpering in fear." She said as she takes a hard look at Beowolf, covering its eyes scared. "I can sense a dark and negative force somewhere in this world. Negative energy that usually the Grimm would normally be drawn to, but this particular force is simply too much that they are all afraid to even move." She said before putting her hand under her chin. "Who in this world have such a negative force that would even frighten that of the Grimm?" She asked herself, not seeing the evil smiles coming from her three 'associates.'"

* * *

 **Shady Side of Vale**

Ruby and the other girls slowly wake up from being knocked out from that strange light. "Ugh…Is everyone okay?" Ruby asked the rest of her team as they stand up.

"Yeah, I guess." Yang replied, still holding onto her broken, right arm.

"Thankfully, whatever that strange light was, it didn't destroy the city." Weiss said, looking around her surroundings to see that everything was just as it was a few minutes ago.

"That light must have come from the Goblin." Blake stated as she rubs her left arm to stop it from shaking in fear. "I felt…something, VERY evil coming from the light, nothing like I ever felt before."

"Great, so I'm not the only one who felt it too." Yang said, as they all felt an evil energy coming from where Goblin and Spider-Man were fighting at.

"Come on, we have to hurry! Peter could be in trouble!" Ruby said to her group as they all continue running back to the battlefield, not knowing the dangers they are getting themselves into.

* * *

"Ughh…" Spider-Man, waking up from the ground without his aura, slowly gets up, rubbing his head in pain. "Could someone get me the number of that light?" He asked before looking at the dark, red sky above him. "Please tell me were not being invaded by aliens. That's the last thing I need now. Now then, where's Stormin Norman?" He asked as he looks around the field.

 **BGM- Pokémon Omega Ruby and Alpha Sapphire- Battle! Primal Groudon / Primal Kyogre**

 ** _"_** ** _HEHEHAHAHAHA…"_** Spider-Man turns to his front to find out where that strange and demonic laugh came from. As the wind starts blowing to his direction, he sees a dark red, round and rough crystal where Goblin was standing at. The kanji name of _shin_ appears in bold orange on the crystal. Then, the crystal breaks apart, revealing Goblin from inside it, but something is different about him. Not only does he look slightly larger, his normal, green skin is now replaced with a dark red skin, along with him have bright red magma lines coursing through his body. His eyes are glowing with a strong and sinister dark red, fiery eyes as he stares straight at Spider-Man. His horns have also grown much larger and now curves sharply upwards into near right angles. His body is surrounded by a small, thin green aura, and top of that is a fierce, dark red aura that spikes up rapidly, with electrical sparks constantly sparking up around his body.

"T-This power…" Spider-Man said while trembling in fear, as he could feel the evil energy coming from Goblin. "I don't even need my Spider-Sense to tell me that his power is beyond anything that I ever witnessed. His power completely eclipsed that of the ISO-Emperor." He said, remembering in his last adventure when he teamed up with Sonic the Hedgehog, that the ISO-Emperor was a robot created by Doctor Octopus and Dr. Eggman, using the power of both the chaos emeralds and a Masterful ISO-8 crystal. Even when the heroes of both worlds worked together, it still wasn't enough to take down the powerful robot. It took the combined efforts of Spider-Man and Sonic, using the powers of the chaos emeralds they took back, to even stand a chance and destroy the robot before it could destroy both dimensions.

 **BGM Ends**

 ** _"_** ** _Hehehahahaha!"_** Goblin laughed as he looks at Spider-Man's scared look. **_"What's wrong, Parker? It's almost like you never encounter someone with this level of power!"_** He said, now sporting a much more sinister and demonic-like voice.

"I have, and his name was Thanos when he had the infinity gauntlet, so this isn't anything I ever seen before, Gobby!" Spider-Man replied, remembering how he helped out the heroes of Earth to take down Thanos when he had all six infinity stones. It was tough battle, especially when half of the universe got wiped out, but in the end the heroes managed to come out on top.

 ** _"_** ** _Ahaha, that mad Titan is NOTHING compared to me!"_** Goblin said with a grin, showing his monstrous teeth.

"I doubt you are stronger than him with the infinity gauntlet!" Spider-Man retorted.

 ** _"_** ** _True, but in time, my power will evolve pass that of the infinity gauntlet, WELL pass after I've ruled the multiverse."_** Goblin said. **_"Now with my Demonic Aura fully unlocked, merging with the powers of the ISO-8 and the OZ formula, I've finally obtained my true, ultimate power."_** He said, clenching his fists with red fire. **_"For the brief moments of your life, you may refer to me as: Shin Goblin, your worst nightmare!"_** He said as he points at Spider-Man in front of him.

"Heh!" Spider-Man said, concentrating to himself as he burst out his crimson aura and gets into fighting position. "I don't care what you call yourself, Osborn, you're still going down!"

 **BGM- Dragon Ball Xenoverse 2 OST - VS Villainous Form / Trailer Music**

 ** _"_** ** _Be careful what you say, Parker!"_** Shin Goblin said with a grin, using his newfound powers to levitate into the air.

Spider-Man uses his Iron Avenger gauntlets to fire off powerful, crimson repulsor blasts straight at Goblin, causing an explosion around him, but it seemed to have no effect, as a second later, the smoke from the explosion scatters, revealing Goblin levitating there without a scratch. Spider-Man grits his teeth under his mask as he uses his insane speed to appear right in front of Goblin, delivering a barrage of punches and kicks right at the tyrant, but the attacks only seem to tickle as Goblin laughs at his expense before firing off a huge, dark red energy blast right at Spider-Man.

Peter barely manages to dodge it in time as the blast hits the ocean behind him, splitting it into two before the blast disappears. "Whoa! What amazing power!" Spider-Man said as he looks back at the split ocean. Too bad this gave Goblin enough time to teleport right in front of him, firing off another, smaller, energy blast right at his chest, sending him flying into the air. Goblin teleports again to the air and kicks Spidey in the back, sending him flying through a couple of broken down buildings in the shady area of Vale. **_"Hyyyyrraaagghh!"_** Goblin roared, appearing slightly above Spider-Man and uses his hands to slam Peter right down through one of the buildings, causing the entire building to collapse on itself. While falling through the building, Spidey was able to shoot out a web line outside to a building to help him swing away from the collapsing building, finding himself at a nearby rooftop.

"I need to get out of here! Take this battle somewhere so nobody can get hurt!" Spidey told himself as he gets up from the floor. "Oh, where's the Avengers when you need them, or the Fantastic Four, or the X-Men! Hell, I wouldn't mind Deadpool helping me out now, and when I want him to help me out, you know I'm in serious danger!" He said.

Spidey turns around to see Shin Goblin hovering over the collapsed building he destroyed before turning around and starts web swinging away from the mad tyrant. Goblin laughs at his retreating form. **_"Fool! It doesn't matter where you go, I will find you, even when I don't have to move from this spot!"_** He declared with a smile, creating a small, dark portal right next to him, sending a punch right through it. That same portal appears next to Spidey, with that same punch knocking him down to the ground floor.

"What the…Where did that come from?!" Spidey asked where the sudden punch came from. Goblin creates multiple portals around him, sending through his fists and feet through them, with the portals appearing next to Spider-Man, punching and kicking him at all sides.

Goblin laughs as he sees Peter getting beat up from his attacks. **_"Parker, if you can hear me, this is just a small taste of what my new power is like. Power so strong, that reality itself is shaking, and with it, I can use reality as my own weapon! Think of it as my Semblance you people call it!"_** He told him as he continues punching and kicking Spidey through his portals.

"Well, isn't that perfect!" Spidey sarcastically said while trying his best to not get attacked.

 ** _"_** ** _Heh heh heh! Unfortunately, though, my reality powers are still FAR below that of the Cosmic Cube and the Reality Stone, so I can't exactly change all of reality into my own image!"_** Goblin honestly said before smiling. **_"But, even if I did have the power to completely warp reality itself, I would still choose not to use it! Where would be the fun and challenge if I just change everything without seeing the fear in people's faces first? I would rather take things slow before I achieve universal conquest!"_** He said.

"How kind of you!" Spidey said while dodging another punch from one of Goblin's portals. _"Damn! It's like fighting the Spot with all these portals! Which gives me an idea!"_ Spidey said in his head as dodges a portal kick. _"Got to trust my Spider-Sense!"_ He said while firing up a repulsor blast from his gauntlet. As his Spider-Sense tingles, he turns around and fires a powerful repulsor blast at the punch that was coming to him from a portal, causing it and the portals to disappear. "Well, that hit the spot!" He punned.

Goblin holds onto his damaged hand, but luckily, it quickly heals thanks to his regeneration ability. **_"Hmph! As always, that damn Spider-Sense of yours is a pain, but let's see how you make it out of this one!"_** Goblin said, using his power to summon a dozen of red, hot meteors around him and throws them at Spider-Man.

"Uh oh!" Spidey said, noticing the meteors behind him as he starts web swinging away from them. He swings and dodges the incoming meteorites as they hit a couple of broken down buildings, with one of them hitting Junior's Club. Goblin had enough of hovering around and starts flying over to Spider-Man's direction.

 ** _"_** ** _GET BACK HERE, PARKER!"_** Goblin yelled out as Spider-Man attaches himself to the wall of a tall, abandoned building. Spidey sees the Goblin coming at him and starts wall-running away from the monster. **_"PAAAAAARRKKEEEEEERRR!"_** Goblin furiously yelled out, flying up the wall to chase down Peter. **_"YOU CAN'T ESCAPE ME! I WILL CHASE YOU TO THE ENDS OF REALITY!"_** He yelled out, clawing his wall up the windows to chase Peter while laughing insanely.

"Great, I have my own stalker! Now I know how Sonic feels when he gets chased by Amy!" He said to himself as he continues running up the wall. His Spider-Sense tingles as he turns around to see Goblin right behind him, roaring as he gets ready to punch him. Spidey quickly jumps away from the punch and attaches a couple of web lines at the building, springing him back to kick Goblin in the face, but the monster quickly disappeared before the kick could connect, as Peter kicks through the window instead, finding himself in an empty office building. "Where did-?" He is cut off as behind him, Goblin grabs his head and grinds him through the floor before he throws him out of the collapsing building.

Spidey bounces on the abandoned streets below before lands flat on his body. "Ugh…This is getting me nowhere." He said weakly as he gets up from the ground. He turns around just in time to see Shin Goblin landing a couple of feet away from him with a grin on his face. The Goblin starts walking towards Peter's direction as the boy gets into fighting position. "I only have one other option." He said to himself so the Goblin won't hear him. "Haven't got much practice with this one, but if I want to survive, I have to at least try, put everything I have into this attack." Peter said, cupping his hands together to his side. He charges up his aura as a red energy orb starts to form in his hands. The Goblin doesn't seem to care as he continues walking slowly to Spider-Man. "C'mon! Please work!" He said to himself as he finishes charging up his attack. "Alright! Let's go! Shinku…" Peter then thrust his hands out in front of him. "HADOKEN!" He releases a large, crimson colored beam right at Goblin, who stops in his tracks as he takes the blast full on. Peter pants heavily, using almost all of his energy with that attack, as the only thing in front of him is black smoke where Goblin was standing at. "Wow…I actually pulled it off…But, did it work?" He asked while panting.

 ** _"_** ** _Hmph!"_** A hand reaches out and grabs Peter's head as Goblin walks out of the smoke unharmed. **_"What was that supposed to be, Parker?"_** He said with a grin on his face as he lets go of a dazed Peter before punching him straight in the stomach.

* * *

"AAAAAAHHHHH!" Ruby and the other girls heard Peter's scream of pain as the glass windows from the buildings around them shatter from the powerful punch Goblin done.

"Whoa! Did you guys hear that?" Yang asked as they all stopped in their tracks.

"Heard it, AND felt it!" Weiss said.

"We have to hurry!" Ruby ordered.

"Agreed!" Blake said as they head towards the direction of the scream.

* * *

 **BGM Ends**

Peter is laid down flat on the ground, bashed and beaten, with his face planted on the street. He barely has the strength the move or do anything to help himself now. "It's official…I'm an idiot." Peter weakly said himself on the ground. "I should've listened…to Madame Web. I should've…never fought the Goblin alone. Maybe that's why…I'm not an Avenger yet…because I was never much of a…team player…either that…or they're not a fan of my jokes." He said before weakly laughing to himself a bit. "Sorry girls…it's my fault that your world…is in danger. I hope…you can forgive me…even after lying to you for…so long." He finished before he could fall unconscious, but Goblin's not giving him the chance, as he crouches down and starts choking on Peter.

 ** _"_** ** _Hehehehahahahaha!"_** Goblin laughed maniacally as he continues choking Peter to death with a monstrous grin showing his teeth. **_"It is time for you die, Peter! Never again will you be a pain in my side! Prepare to die! HAHAHAHAHAHAHA!"_** He continues laughing while continuing to choke Peter's neck.

"Leave him alone!"

 ** _"_** ** _Huh?"_** Goblin hears the random voice as he is hit with a couple of small rocks.

"Over here, Goblin!" Goblin turns around to see Ruby, holding some rocks, and the other girls a few feet right behind him. He smiles creepily as he looks at the girls.

"Goblin looks…a little different than before." Yang said, a bit scared at what Shin Goblin looks like now.

"No kidding." Weiss agreed with her.

 ** _"_** ** _Ahhh, Parker's friends have returned…"_** Goblin started talking, slamming Peter's head to the ground as he stands up. **_"To their funeral!"_** He said while holding in his laugh.

Ruby and the others get into fighting position. "Leave Peter alone, Goblin!" She said to him.

 ** _"_** ** _No! Parker is mine!"_** Goblin replied as he takes a few steps closer to the girls.

"No…Norman!" Spider-Man said as he gets up from the ground, causing Goblin to stop in his tracks. "I'm your opponent, Norman. Leave them out of this." He said to the monster.

Goblin stands there, thinking on what his next move should be as he closes his eyes for a second. **_"Don't you know when to SHUT UP!"_** He quickly turns around and punches Spidey in the chest so hard, it sends him slightly high in the sky. As Peter falls right down from the air, Goblin uses one of his horns and impales him in the chest.

The girls are so shocked and speechless at Goblin's brutality as a little blood from Peter's impalement drips down Goblin's horn and into his mouth, with the monster responding by licking it off with his tongue before smiling. **_"Don't worry! I made sure to miss the vital organs, and knowing you, you'll probably survived. Barely…"_** Goblin said, using his horn to shake off Peter to the side as he hits a nearby car.

"Peter!" Ruby shouted as they all start running to his air.

Goblin sees this and teleports in front of their way, causing them to stop in their tracks. **_"Die one thousand deaths!"_** Goblin said, as he immediately beats up the girls with his insane speed and power, knocking them all down unconscious as he turns his back on them. **_"Messatsu."_** He said. He turns around to see Peter slowly getting up, even after all the trashing Goblin gave him.

"Darn you…Goblin." Peter said as he gets up, but loses his strength as he lies back down.

 ** _"_** ** _Don't worry, Parker. I made sure to go easy on them with that attack."_** Goblin assured him. **_"With any luck, they might wake up in the next hour knowing how stubborn they are to die. You, however…"_** He said as he slowly walks up to the beaten Peter. **_"I could kill you right now, but it would seem that I have already beaten you mentally and physically. So, I'm here to offer a proposal."_** He said before crouching down to come face to face with Peter. **_"I'll let you and your friends live, only if you stop being Spider-Man."_** He offered Peter, which caused him to be pretty shock at his proposal. **_"It's quite obvious that no matter what you do, your friends and family will always get hurt because you just have to play hero. My recommendation is that you abandon the suit, give up trying to be this great hero, and just be on your own. Otherwise, I will not only finish you and your friends off, I'll go to the pathetic school of yours and burn it to the ground, with everyone in it."_** He said with a smile before standing up. Peter is already losing consciousness as he sees Goblin walking away. **_"Think about it, hero."_** He said with a laugh before Peter falls unconscious.

* * *

"Look, he's waking up."

"Ugh…" Peter slowly opens his eyes from the sound of a voice, which sounds similar to that of Ruby. Peter gets up, still in pain but alive, as he sees Ruby and the others around him. He also notices that the sky is back to normal as well, indicating that Goblin is nowhere to be seen.

"Peter! You're okay!" Ruby immediately hugs him, relived that her friend is okay.

"Ack!" Peter grunted in pain, causing Ruby to let go of him.

"Sorry." She said embarrassed.

"It's…okay." Peter responded, holding onto his chest as he gets up from the ground. "How are you girls feeling?"

"Beaten. Tired. The usual after what happened in the last couple of hours." Weiss said while crossing her arms.

"How'd you feeling?" Blake asked him with concern.

"I'll live, just need to take it easy for a while." Peter replied. He looks around and sees Yang's busted up right arm. "Sorry, about your arm." Peter said to Yang as he lowers his head sad.

"Eh, it's okay. Just give me a few days and I'll be as good as knew." Yang said with a smile, causing Peter to let out a small smile but quickly losses it. "I still can't believe you're Spider-Man, after all this time." She said to Pete.

"I wanted to tell you girls sooner, but Goblin…" He let out a sigh before he continues. "I'm sorry."

"Peter, it's alright. We understand." Weiss said, putting her hand on his shoulder to comfort him.

"No, it's not alright!" Peter said, shrugging off her hand. "It's because of my mistake is the reason why Goblin is here! It's because of me is the reason why you four almost got yourself killed! And it's because of me is the reason why any of this is happening in the first place." He said before walking off, leaving the four of them there.

"Peter! Wait!" Ruby starts walking up to Peter.

"Don't follow me, Ruby!" Peter told her, causing her to stop in her tracks. "Just being around me is already a death sentence. I need to be alone." He said as he attaches a web line to a nearby wall.

"For how long?" Ruby asked him. Peter stood there in silence for a couple of seconds before he swings off on his own into the city. Ruby lowers her head in sadness until Yang puts her hand on her shoulder.

"He needs time to think. To heal. Let's just get back to Beacon, okay?" She asked her little sister, with her sadly nodding in response as the four of them leave together as the rain starts pouring on them.

* * *

Peter is seen swinging through the city of Vale as it starts to rain hard. "I've never asked to be Spider-Man! I never asked for these powers!" He said as he drops down to a nearby alleyway. "I never knew it would mean that my friends and families would get caught in my battles, DIE because I wanted to help change the world!" He said while taking off his mask. "No matter where I go, no matter what dimension I'm in, no matter what I do, I always seem to do more harm than good!" He said while changing into his civilian clothes. "Being Spider-Man has brought me nothing but unhappiness!" He said as he carries his costume to the nearest trash can. "I'm just a young, unthinking teenager who thought I was doing good being a hero! It was all just a twist of fate! Bad luck! A random, bug bite!" He said as he stands next to the trash can. He takes another look at his mask and costume before he throws them all away in the trash. "From this day forward, Spider-Man is no more." He said as he walks away from the trash can.

* * *

 **The Next Morning at Beacon**

After the mysterious tremor that shook the world last night, the Beacon Dance has been delayed until they are sure everything is safe around the area. Team RWBYP, minus Peter, are in their school uniforms as they are walking down the hall to go back to their dorm.

"How's your arm?" Ruby asked her big sister, who is wearing a cast on her right arm.

"Fine." Yang replied with a smile. "The doctor said I should be healed in like a week, then I can start punching people with both fist again."

"That's good to hear." Ruby said sadly.

"What's wrong, Ruby?" Yang asked her little sister. "Is it about your weapon? Didn't you say you're already working on rebuilding it later today?

"I'm pretty sure you know the real reason why." Blake told her as herself and Weiss are looking a little sadder than usual.

"Yeah, I know." Yang said with a frown. "He hasn't come back yet. I really hope he's okay."

The girls approach their dorm door, with Ruby using her Scroll to open the door. As the girls start to enter the room, their sad face turned into shock as they see NORMAN OSBORN, wearing a white shirt and blue pants, sitting on Weiss' bed bunk while also holding a bag in his hand.

"Hello girls." Norman casually greeted them. "I would recommend you close that door if you don't want any trouble." He said, causing Weiss to close the door while she continues to stare at Norman Osborn. "Good."

"Who are you?" Ruby asked him, as all four girls stare at him serious.

"Hmph. It's only been like what, a day, and you've already forgotten about me. You're as forgettable as Peter." Norman said.

"So, your Norman Osborn, I take it?" Weiss asked him.

"In the flesh." He said as he stands up from the bed, holding onto his bag. "It's so nice that we can finally meet without any 'arguments.'" He said with a smile.

"Oh, I'll give you an argument!" Yang said, ready to punch him in the face, but Blake stops her.

"No, Yang! Let's not start one, especially not here." Blake said, calming Yang down but she still gives Norman the angry look.

"Good job restraining your dog, Kitty Cat. I guess in this dimension; the cats are more in control." Norman said while crossing his arms, causing both Blake and Yang to angrily growl at him.

"How did you know we were here?" Ruby asked Osborn.

"Assuming your blond friend actually washes or cuts her hair, I had MACH-X place a micro tracker in her hair weeks ago, back when she and Parker were out on their little 'date.' It's how I kept my close eye on you four, hearing every, single word you sprout from that mouth of yours." He said with a smile.

"What?!" Yang shouted. Weiss helped looking through Yang's hair for the tracker, and after like a minute, she found a tiny, metal piece deep in her hair.

"Found it!" Weiss said, giving the tracker to Yang so she could crush it with her hand.

"Hmph! It doesn't matter. I've already learned so much about you four that I don't even care anymore." Norman said.

"Just get to the point, Osborn. Why are you here?" Ruby asked him.

"I wanted to give you four a little gift, that I found in the trash the other night." Norman said, throwing the bag in his hand towards Ruby.

Despite it being from the trash, Ruby steadily opens it, and her eyes widen at what she's seeing. "T-This is…" She said, trying to get a word out but couldn't.

"What? What is it?" Yang asked as the rest of the girls look at the bag, also showing a similar reaction like Ruby a few moments ago. Ruby takes out what was in the bag, revealing to be Peter's damaged Spider-Man costume and Web shooters.

"Nice, right? A gift…from me…to you." Norman said with a smile.

Ruby grits her teeth as she looks at Norman, really intending on starting a fight, but knows that she and pretty much everyone in the school is no match for Osborn. "What did you do to Peter?" She asked him with anger in her voice.

"Don't worry, the boy is not dead, at least I don't think he is." He said, turning his back and starts walking towards the dorm's window. "I told Parker to quit being such a miserable hero and hanging out with you people if he doesn't want to see you and this school burn to the ground." He said while looking out through the window.

"Heh, yeah right! I'm pretty sure you plan on doing that anyways!" Yang argued back at him.

"True, but I would've done it sooner if you four or Parker tries to interfere with my plans again." Norman responded. "That boy. I thought he had potential, but it would seem he's even more pathetic than Harry. How tragic."

"How dare you call him pathetic!? At least he's not as cold-blooded or as heartless as you!" Blake shouted back at him.

"True, but we both cause harm to those around us, friend or foe, whether it was intentional or not. Directly or indirectly." Norman replied, causing the girls to become silent from his response. "So, promise me this: Don't ever try to interfere with me again, otherwise…" He quickly transforms into the Green Goblin as he turns around to face the frighten girls. **_"Well, I'm pretty sure you can already guess now, do you?"_** He said before laughing. **_"This world, and all worlds, will belong to me, and without your 'hero,' all hope is lost. Hehehehe."_** He continued laughing before he teleports away from their dorm. Ruby looks down on Peter's costume, letting out a couple of tear drops onto his mask, wondering, and hoping, that Peter is out there okay.

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Jaune: Hey guys, my name is Jaune Arc. Wow, I never seen Team RWBYP so depressed before.**

 **Pyrrha: It's been a week since Peter disappeared. I wonder what happened between them?**

 **Jaune: I'm worried, Pyrrha. I feel like we should do something to help them out.**

 **Pyrrha: Well, what should we do?**

 **Jaune: Let's assemble a group so we can find Peter. He's probably still in the city somewhere.**

 **Pyrrha: Great plan. I sure hope he's out there somewhere.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Operation: Find Peter_**

 **Jaune: I sure hope you're alright, Peter. Nothing's been the same without you.**

* * *

 **KFX here: I'm gonna be honest, it was a bit hard for me to right this chapter emotionally. I do wonder if this is what comic book writers feels like when they write emotional stuff like this. Anyways, as you can probably tell, Peter will be separated from the team for a bit, kind of like how Team RWBYP went their own ways after Volume 3 in the original story, so we get to have a taste of that here. Will Peter come back? Yes, but it will take a while. How? Find out in the coming chapters.**


	45. Vol 2 Issue 11: Operation: Find Peter

_Vol 2 Issue 11: Operation: Find Peter_

It's been a week since the massive earthquake that shook the entire world, and it has also been a week since there have been any sightings of both Peter Parker and Spider-Man. Because of Spider-Man's mysterious disappearance, crime levels in Vale have seriously sparked, so much so that even some of the Atlas military troops that General Ironwood brought with him have to step in and take down the White Fang goons. The people of Vale, and even the people around the globe, are wondering where is Spider-Man right now. Some assumed he's dead, and some assumed he quit, but that all leads back to the same question: What happened to the Wall-Crawler?

* * *

 **Beacon Academy**

Pyrrha has just finished her spar with Team CRDL, ending it by knocking Cardin into the air and then leaps to slam him into the ground.

"And that's the match." Glynda said as she approaches from behind Cardin, who is clutching to his ribs from Pyrrha's attack.

"Lucky shot." Cardin said before collapsing.

"Well done, Miss Nikos." Glynda complemented her. "You should have no problem qualifying for the tournament."

"Thank you, professor." Pyrrha said with a smile.

Glynda starts tapping onto her Scroll to see if they have any more time left. "Alright, now I know that's a tough act to follow, but we have time for one more sparring match." She said as she looks around at the observing students. "Any volunteers?" She asked as she takes a closer look at Team RWBYP, minus Peter as usual, as they look madly depressed that they weren't paying attention to the entire fight. Glynda looks sadden for a bit, since she can tell their depression has to be related to Peter's disappearance for the past week.

"I'll do it." Mercury raises his hand to volunteer, catching Glynda's attention.

"Mercury, is it?" Glynda asked if its him. "Very well, let's find you an opponent." She said before tapping onto her Scroll.

"Actually, I wanna fight…her." Mercury said while pointing at Pyrrha.

"Me?" Pyrrha asked surprised.

"Yeah, since that Parker kid isn't here, you're the next best option to fight against." Mercury said, aware how Peter Parker once beaten Pyrrha last semester. Just from hearing Peter's last name caused Ruby to sadly groan to herself.

"I'm afraid Miss Nikos has just finished the match. I recommend you choose another partner." Glynda told him.

"No, it's fine!" Pyrrha said as she turns to Glynda. "I'd be happy to oblige." She said while looking back at Mercury.

Mercury struts into the arena, visibly sizing up Pyrrha. Their spar begins when he makes the first attack and is knocked down. Recovering quickly, he deflects an attack and begins trading blows with Pyrrha until she knocks him back with her shield. Mercury unleashes a series of powerful strikes. Pyrrha allows his kick to slam against her forearm before Mercury manages to disarm, a kick impaling her blade into the ground. Pyrrha uses her Semblance to redirect the direction of Mercury's next kick. As she charges him with her shield, he shoots off of it and turns his back to her. Pyrrha tries to rush him again.

"I forfeit." Mercury nonchalantly said.

Pyrrha almost stumbles as she stops beside him. "You…don't even want to try?" She asked him.

Mercury shrugged. "What's the point? You're a world-renowned fighter. We're obviously leagues apart." He said before scratching the back of his head. "It's probably a good thing I didn't fight that nobody, Parker kid. If he was able to beat you with no problem, then I probably wouldn't stand a chance."

"In that case…Pyrrha Nikos is the victor of the match…again." Glynda said. Emerald smirks. Mercury sneers smugly. Pyrrha has an annoyed and disappointed look on her face, and places her left hand on her hip. The Aura displays for Pyrrha and Mercury are shown as Mercury's is changed from green to red indicating his loss. "Next time, you may want to think a little harder before choosing an opponent." She said to Mercury.

"I'll be sure to do that." Mercury said before walking off stage. An alarm goes off, which finally snaps the girls of Team RWBYP back since they were too far off in their minds to not even pay attention to the most recent fight. "That is all for today. And remember, the dance has been delayed to next weekend after the recent tremor. But you all have your first mission on the Monday after that. I will not accept any excuses."

As everyone, including the depressed Team RWBYP leaves, Mercury stops beside Emerald.

"Learning is so much fun." Mercury said in a slight, sarcastic tone.

* * *

Outside, Sun's team are standing at the entrance as Team RWBY walk past. Sun notices Blake and runs after her.

"Hey, Blake!" Sun shouted as she grabs her by the shoulder. "Are you guys uh, doing okay?" He asked as he looks at the rest of her team as they, sadly, continue walking on their own.

Blake shuts the book she was reading. "We're fine." She said.

Sun clears his throat before talking. "So I hear there's this dance going on next weekend…ah, sound pretty lame, but you and me, I'm thinking, not as lame, huh?"

"What?" Blake asked, not understanding what he's trying to say.

"The dance! Next weekend! You wanna go, or what?" Sun asked her.

"I don't have time for a stupid dance. I thought you of all people would get that." Blake said as she walks away from him to catch up with her friends, leaving Sun on his own, rejected.

* * *

"Ozpin, I'm worried." Glynda said to Ozpin in his office. Ozpin looking outside the window while drinking his coffee.

"Worried about what, Glynda?" Ozpin asked her, slightly turning his head behind him.

"I'm worried about the girls, and Peter." Glynda answered while she frowns. "It's been a week since anyone has seen or heard from him, both as Peter Parker and Spider-Man. I tried talking to the girls, but they've been so depressed lately, they barely said a word to me or to anyone else in class." She puts her hand under her chin to think. "I wonder if it has to do with that recent tremor a few days ago."

"It might be connected to the Green Goblin." Ozpin spoke up.

"Green Goblin? Here in Remnant?" Glynda asked, shocked that someone as dangerous as him is here.

"Yes." Ozpin replied. "A day after the tremor, Ironwood contacted me that the Green Goblin is behind all of this, after what Peter told him after raiding a couple of the Goblin's hideouts, including the one at an island far from here. I assume that he's this 'Demon King' Qrow spoke of, and that both Peter and the girls fought Goblin, and barely made it out alive." He said.

"Well, that explains why Yang was wearing a cast all week." Glynda said before moving on with her question. "But how is the Goblin still alive? Didn't Peter say that he killed him before he arrived at this dimension?" She asked him.

"I guess Goblin is a little harder to get rid of than Peter thought." Ozpin replied.

"And now he's here, planning who knows what." Glynda said.

"Ironwood told me that Goblin has been building an army, infecting the White Fang with his formula of his, as well as creating hundreds of robots, evident from the broken robot pieces he and his army has found on the island." Ozpin said while walking up to Glynda and taking out his Scroll, showing her photos of some Goblin Guard robots, as well as a few Ultron Sentries.

"I've never seen this types of robots before." Glynda said while looking at the Ultron Sentries.

"Apparently, from what Ironwood told me, the metal from these robots are very sturdy, virtually indestructible, something that you couldn't even find on this world, but possibly on Peter's." Ozpin said. "He and his military are already creating some special robots using these metal pieces that were left on the island, as a way to combat the Goblin, but I'm afraid that won't be enough." He said as he walks away from Glynda and back to the window.

"What do you mean?" Glynda asked him.

"We are dealing with an enemy more dangerous than Salem could ever be, and worst of all, we know little about this enemy." Ozpin said as he stands next to his window. "If we were to have a chance on beating the Goblin, we need Peter's help. He's the only one here who has ever fought him and won, and we need his help now more than ever."

"So, should I send a team to start looking for him?" Glynda asked the headmaster.

"No." Ozpin said before smiling. "I'm sure some of Peter's friends are already planning on doing that soon." He said while looking from his window, seeing Jaune and his team walking through the school.

* * *

 **Later that Night**

Pyrrha and Jaune are sparring at their spot on the roof. Jaune appears to gain the upper hand until Pyrrha sweeps his legs out from under him.

Pyrrha laughs. "Well done! Your swordplay's improved immensely." She said as she helps Jaune to his feet.

"I couldn't have done it without you." Jaune said while cleaning himself up.

"So, are you ready to move on to Aura?" Pyrrha asked him.

"I'm actually thinking maybe we just skip Aura for tonight?" Jaune said while rubbing his neck. "Might go on a jog or something."

"Come on, I know you get frustrated, but you must keep trying. I'm sure you'll discover your Semblance any day now." Pyrrha said to encourage him.

"That's not it. It's just…" Jaune started talking before looking away from her.

"What is it?" Pyrrha asked him. She approaches her leader and places her hand on his shoulder. "Jaune, you know you can tell me."

"It's…Peter." Jaune said sadly.

Just from hearing Peter's name, Pyrrha drops her smile and looks sad. "Oh. You too, huh?" She asked him.

"I'm worried, for both him and his team." Jaune said sadly.

"We're all worried, Jaune." Pyrrha said while looking at him in the face. "Ever since that weird tremor and that strange light a few days ago, no one has seen or heard from Peter since then. I've tried talking to Ruby and the rest of her team about what happened during classes or at lunch, but none of them is saying anything."

"Not only that, they've barely sleep, they've hardly eat, and they've been locked up in their rooms for hours." Jaune added.

"And their grades aren't looking too good as well." Pyrrha also added.

"Something must have happened to Peter that's causing them to be so depressed, and I want to find out where he is right now." Jaune said.

"What do you propose we do?" Pyrrha asked him.

"I'm gonna get a couple of our friends to form a search team, ready to help look for Peter starting tomorrow morning." Jaune said. "I'm sure he's still in the city somewhere, I can just feel it." He said while looking out in the distance.

"Good plan. I just hope we can find him soon." Pyrrha said with a frown. "I don't know why, but I have a feeling that things are about to get much worse if we don't find him soon." She said while looking out in the distance with Jaune, both who are worried about Peter's current whereabouts.

* * *

"And finally, Pyrrha Nikos." Emerald said as she sits on her dorm floor with her Scroll while Cinder is one the bed, sewing a black dress, while Mercury is lying on the ground and reading a Spider-Man comic book.

"Ah, the invincible girl." Cinder said while she continues sewing.

"She's smart, but I wouldn't say invincible." Mercury said.

"Do tell." Cinder said.

"Her semblance is Polarity. But you'd never know just by watching." Emerald told her leader.

"After she made contact with my boots, she was able to move them around however she wanted. But she only made slight adjustments." Mercury explained.

"Just enough to make it look like she's untouchable. She doesn't broadcast her power, so it puts her opponent at a disadvantage." Emerald added on to the explanation.

"Hmm…People assume that's she fated for victory, when she's really taking fate into her own hands." Cinder said, summarizing her abilities. "Interesting. Add her to the list." She said as Emerald adds her name to her Scroll.

"You should be able to take her no problem." Mercury told her, confident that Cinder could easily beat Pyrrha.

"It's not about overpowering the enemy. It's about taking away what power they have. And we will, in time." Cinder said.

Mercury lies back on the ground. "I hate waiting." He expressed.

"Hmph." Cinder smiled before looking at Emerald. "So, what's the update on Mr. Parker?" She asked Emerald.

"Nothing." Emerald replied. "Nobody has seen him since last week."

"Well, that's a shame." Cinder said while looking out the window. "That boy is really messing up my plans with his disappearing act."

"Why are we interested in that Peter guy again?" Mercury asked her.

"Seeing how he's the only one who can get those exclusive pictures of Spider-Man, I was hoping to interrogate Parker if he knows anything about the wall-crawler, like where he lives, his weaknesses, etc." Cinder explained.

"Well, does it really matter? Nobody has seen or heard from the Bug in days." Mercury said before having a short laugh to himself. "He probably got squashed during that earthquake a few days ago."

"Spider-Man is not one who could be defeated that easily, Mercury." Cinder said before looking at him with a serious look. "He's probably hiding somewhere, learning more about my plans in secret, and I don't want that to happen. And the only way I can stop that from happening is by finding Parker and getting him to talk. By force if I have to."

"So, how do we find him then?" Emerald asked her.

"Tomorrow, we search the city. Search high and low for him. And when you do find him, contact me immediately." Cinder ordered her minions.

"Yes, ma'am." The two of them responded, prompting Cinder to smile.

* * *

 **The Next Morning**

Sticking through with his plan, Jaune has got in contact with some of his friends to find Peter, as they all stand right in front of the Beacon Academy Statue. He has his own team, Team JNPR, already prepared to search for one of their best friends. Team CRDL, since they feel like they should repay Peter for helping them with their finals last semester, especially Cardin. And Team CFVY, because not only that Peter helped them with their final, Velvet personally wants to help find him, since he was the only one who stood up for her when no one else could, so she's determined to find him no matter how long it takes.

"Alright, now unless we are waiting for more people, let's start looking for our friend." Jaune said in front of everyone.

"Hold on a second." A voice said, catching Jaune's attention. He turns to his side to see Emerald, Mercury, and Cinder walking up to him. "Mind if we join this search party?" Emerald asked him.

"Hey, great. The more, the better." Jaune happily said, but doesn't seem to notice the evilish smile on Cinder and her group members.

* * *

 **City of Vale**

So for the past few hours, Jaune and his search party are searching for Peter in the big city. They split up in teams of two to have a better chance on finding him. They searched almost everywhere for him, ranging from apartment buildings and warehouses. They've went to where Peter works at, the Vale News Network building, but not even his boss, Lisa Lavender, has heard from him or has gotten any pictures lately. Some of the search party members went to the police, but they're too busy dealing with the recent crime wave by the White Fang.

"Excuse me, sir, but have you, by any chance, know where this guy could be at the moment?" Jaune asked an old man with glasses and fox ears, showing him a picture of Peter from his Scroll while Pyrrha stands next to her leader.

The old man stares at the picture for a few seconds before coming to a conclusion. "Nope, sorry, true believers, but I haven't seen that kid in my life." The old man replied.

"Oh, well, thank you, Mr…." Pyrrha said.

"Lee. Just Mr. Lee." Mr. Lee said.

"Oh well, thanks for your help." Jaune said as both he and Pyrrha start walking away from him.

"Have faith, kids! I'm sure you will find your friend. Just say what I always say, 'Excelsior!'" Mr. Lee said as they walk away from him.

"Ah, this is hopeless." Jaune said while lowering his head down sad.

"Let's not give up so easily, Jaune. I'm sure we'll find him." Pyrrha said to encourage him. She then puts her hand on his shoulder while they continue to walk. "Let's take a break for today, and continue tomorrow."

"Your right." Jaune said with new confidence. "We can't give up, and I'm sure Peter wouldn't as well if something happened to us."

"That's the spirit." Pyrrha said with a smile as they walk across the street.

* * *

Unknown to everyone below, Peter is sitting on the edge of a tall, rooftop building, looking down at the city below. He's currently wearing a black hoodie, so that no one can recognize him. For the past week, Peter has been hiding from everyone, using his spider skills to make sure no one can find him, since because if he were to interact with any of his friends, Goblin might kill them, so he's doing this for their own safety. Even if that wasn't the case, he's too depressed to talk to anyone, not wanting to talk about his recent life as Spider-Man and feels guilty that he put their entire existence in danger thanks to his mistake.

Peter hears a few police sirens down below, racing to some kind of danger, but he quickly looks away and ignores it. _"Aren't you going to do something about that, sir? The city has started to become a mess since last week."_ The British AI from his Webware asked him.

"I told you, Jarvis, that's not my life anymore." Peter responded before crouching, covering his mouth with his legs. "I'm through being a worthless hero." Peter then notices a little spider next to him on the rooftop, looking a bit sad. "Sorry, little guy, but like I told the other spiders, Spider-Man is done. No more." He said, causing the little spider to look even more sad.

"I can't believe it." Peter shakes his head since this has been going on for a while. "For the past week, my Spider-Sense has evolved to the point that I can now understand what spiders, and pretty much any other insects in the area, are feeling at the moment, almost like I have some sort of 'Psychic Alignment' with them. It's too bad I can't communicate with them properly, or that I can't command them." He then sighed. "Why can't that, instead of my powers evolving, they devolve me back to a normal human? I guess I'm cursed to have these stupid powers for the rest of my pathetic existence."

As Peter lowers his head in depression, his Spider-Sense tingles someone is behind him. "Who's there?" He asked as he turns around. He sees a young woman, wearing a dark gray outfit with a long-sleeved collared top and a white armband. She's also wearing black tights. _"This presence…I've felt it before, the night before I fought the Goblin."_ Peter said in his head, remembering how his Spider-Sense sensed two big power levels that night, one belonging to Goblin, and the other belonging to this woman. _"I got to be careful with this one. I can tell she's dangerous."_

"So, you're Peter Parker, I presume?" The woman asked him.

"Who's asking?" Peter asked.

"The name's Cinder Fall." Cinder introduced herself with a smile.

"Great, so why not _fall_ out of this building so I can see if you live up to your name?" Peter asked her, not in the mood to deal with her.

"I see you are a comedian." She said while putting her hand on her hip.

"What do you want?" Peter asked her.

"Me and a couple of your friends having been looking for you for the past few hours." Cinder answered as she walks up to him next to the edge of the roof.

"Then, they are wasting their time." Peter said.

"True, but I'm here for more of a…personally reason." Cinder said while taking a seat next to Peter.

"And what's that, wanting to know the perfect barber for that terrible haircut of yours?" Peter asked her without holding back the insults, since, thanks to his Spider-Sense, could tell she's no good person.

Cinder slightly growled in anger at his response, but calms down so she could talk to him. "No, it's not that. I want to know your relationship with Spider-Man." She said to him, causing him to growl in anger from hearing that name. "Out of everyone in this city, you are the only one that can take a perfect picture of him, and always seem to know where he might show up. Care to tell me how you do it?" She asked him, hoping that he would reveal his secrets about Spider-Man.

"Sorry, missy, but me and Spidey, we broke it off. I don't want to talk, or hear his name ever again." Peter responded.

"And why is that, Peter?" Cinder asked.

"Spider-Man…" Peter said with some silent anger. "He's been a bane in my existence ever since he showed up. It's like whenever he's around, nothing in my life ever works out, or for anyone else for that matter. He's cursed. A lousy hero. Causes more harm than good." He explained.

"Hmm, but why do you take pictures of him if you don't like him?" Cinder asked him.

"It's not like I had any other choice. I'm a loner. I live by myself. No family or friends to worry about." Peter explained.

"But that still doesn't explain how you know when Spider-Man would show up so you can take a picture. So, tell me, Peter, how do you do it and how do I find him?" Cinder asked him, reaching her hand out for him so she could, forcefully, ask him more about Spidey, but Peter doesn't give her the chance, as he immediately grabs her hand and starts crushing it, causing her to grunt in pain, surprised that he is this strong.

"Listen lady! Stop asking me about Spider-Man! The guy's bad luck! A menace! Trying to know more about him will just get you killed!" Peter said in an angrier, threatening tone. "So, if you don't want to end up a big splat on the ground, you would LEAVE! ME! ALONE!" He threatened her, knocking her hand away before walking off the other side of the roof and jumping off.

Cinder rubs her hand in pain, not expecting that kind of result, but she still seemed relatively unfazed by his sudden change in attitude. "It's not all the time that someone threatens me and gets away from it. This Parker kid sure is something else. I can see how he was able to beat Miss Nikos with little difficulty. Now whether or not he's Spider-Man is still up in the air, but…" She then smiles. "This recent action does give me a more, personal reason, to find out more about him. This kid is interesting, and I won't rest until I know about you, Peter Parker." She said all alone in the rooftop.

* * *

 **Unknown Warehouse in Vale**

"Aha, this is it. The last one." Roman Torchwick said, packing up the last of his things in a box before he heads towards the new hideout at Mt. Glenn. "Neo! Neo, where are you?" He calls for his partner, but she is nowhere to be seen. "C'mon, Neo, where are you? We have places to be, people to hurt soon!" He said.

After a few seconds, he hears some footsteps coming from in the shadows of the warehouse. The footsteps get louder, as a figure walks out of the shadow. "Oh, there you are, Neo, where were…" Roman turns around to see Neo, but is shocked at her different appearance. The white parts of her outfit have been replaced with a dark green color, while still wearing brown pants. Her skin is scaly green, as her right eye is bright green instead of pink, while the other eye is just black. "Neo, what is this? Some new disguise of yours?" Roman asked her.

"Her name is Menace now, Roman." Norman Osborn said as he walks out of the shadows and stands next to Neo, now named Menace.

"Osborn?! Where were you?! I haven't seen you in a week! I thought you died during the earthquake! What's going on here?" Roman asked him.

"I was out to do what you and Cinder wanted me to do: Kill the Spider." Norman replied.

Roman laughs at that stupid claim. "You?! HA! Yeah right! After everything that happened in the past few months, with all your _glorious_ experiments gone up in smoke, YOU killed the Spider, just like that?" He asked him.

"Of course." Norman replied with a smile, causing Roman to laugh again.

"Oh, please, and tell me how in the world you managed to accomplish that?" Roman asked him.

 **BGM- Dragon Ball Super OST- Frieza is Resurrected**

Norman smirks as his eyes flare up and his body gets larger, much greener, sprouting horns on his head, making him look a lot more monstrous than before. Roman is shocked, horrified, and scared at what he's seeing in front of him.

 ** _"_** ** _This is how I destroyed the Spider, Torchwick."_** Goblin told him with a grin.

"O-Osborn…How long were you able to do that?" Torchwick asked scared.

 ** _"_** ** _Ever since I got to this dimension, of course, but you didn't know that, since you were talking with a LMD for almost all this time."_** Goblin said.

"A what?" Roman asked on what a LMD is.

 ** _"_** ** _I can tell you later, but now I have a request for you."_** Goblin said.

"What kind of request?" Roman asked him.

Goblin snaps his fingers, using his powers to teleport next to him a box with Goblin armor. **_"I want you to join my army, Torchwick, my Goblin Nation."_** He offered him.

"Goblin Nation? Why?" Roman asked.

 ** _"_** ** _You see, Torchwick, sooner or later, Cinder's plan will fall in ruin, and I know you are the type of guy who likes to join the winning team. That is why I am offering you a position as my right hand man. I can give you power beyond your wildest dreams. Power to crush your foes like Spider-Man and his friends."_** He said while clenching his fist.

"You can do that?" Torchwick asked.

 ** _"_** ** _Yes, and so much more."_** Goblin smiled. **_"Don't you want the people to fear you again? Show them that you don't want to be messed with, including Cinder? I know deep in your heart you hated being ordered and threatened by her, and you always wanted to boop her in the head, but couldn't without risk of getting destroyed by her, have you?"_** He asked as he walks closer to Torchwick.

"Well, of course I have." Torchwick answered.

 ** _"_** ** _Gooooood. And I also know you HATED getting mocked on by Spider-Man."_** Goblin continued as he walks around Torchwick. **_"The Spider may not be around, at least not for a while, but it's only a matter of time before he could come back from the grave to continue taunting you, haunting you until your dying breath."_** He said up close to Roman's ear. **_"And the only way to stand up to him, Cinder, and everyone else that has wronged you, embarrassed you, you need power, and the only way to gain that power is to join me."_** He stops walking as he looms over Torchwick. **_"So, Roman, do we have a deal?"_**

Torchwick looks up to Goblin's face. "Fine, Norman, just give me the power to regain my stance in this blasted city."

 ** _"_** ** _Hehe, here you go."_** Goblin takes out an ISO-OZ formula needle from his pocket and injects it into Roman's neck. **_"It might sting a little, but you'll get used to it."_** He said as Roman's skin turns green and his eyes turn black. **_"Perfect."_** He turns his head over to Menace. **_"Menace, give Torchwick his new clothes."_** He ordered her.

Menace nodded as she lifts up the box and gives it to Roman. The green skinned Crime boss wears a grey Goblin armor, with its shoulder pads being that of pumpkins, two grey gauntlets, a grey Goblin mask which gives him red eyes, orange boots, a blue cape hiding his wings, and a black hood. **_"We want you to grasp this…These clothes, this armor, that mask…This is your world now. Roman Torchwick's life is over. This NEW identity, the one that we are giving you…That is all you have anymore. And what will you offer in return?"_** He asked as Roman finished dressing up, while wearing his black hood.

"The Spider. I will give you the Spider and those connected to him." Roman said while tightening his hood. He and Menace kneeled before their king.

 ** _"_** ** _Good answer, boy. Now rise. Rise out of Cinder's shadow, and bask in ours."_** Goblin said while looming over his new minion. **_"Roman Torchwick is dead. Rise, my GOBLIN KNIGHT!"_** He said before laughing manically.

* * *

 **NOTE: Roman's Torchwick new appearance as the Goblin Knight is based on Phil Urich's Goblin Knight costume when he joined the Goblin Nation in issue 16 of the Superior Spider-Man comic.**

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Ruby: Hi, my name is Ruby Rose. Oh Peter, we hope you are okay. We want to help you but we don't know what to do anymore. We just wished we knew more about your past to help us understand where you are coming from.**

 **Madame Web: Perhaps I can be of assistance.**

 **Ruby: What the…Who are you?**

 **Madame Web: My name is Madame Web, and I can help you with your question, Ruby.**

 **Ruby: You can? How?**

 **Madame Web: Behold! It is time I show you girls the history of Spider-Man.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _History of Spider-Man_**

 **Ruby: Wow! Look at all the different superheroes in Peter's world!**

* * *

 **KFX here: If any of you are wondering how long this 'Depression Arc' will last, not too long as we are approaching the halfway point of it. And if any of you are wondering how long this story will last, well, we're like at the halfway point of Volume 2 altogether, and we still have Volume 3 and 4 to go through, with Volume 4 being more of an epilogue, with the big battles happening in Volume 3. I should also say that since college is about to start again for me, I won't be able to upload chapters as frequent as I am now, sorry.**


	46. Vol 2 Issue 12: History of Spider-Man

_Vol 2 Issue 12: History of Spider-Man_

"W-Where am I…?" Ruby asked, finding herself in a black void of nothingness. She walks around, hoping to find something or someone, but nothing comes up. "Hello? Is anyone here?" She calls out, but no one responds. After walking for what feels like forever, she sees a small light in this dark world. "Light! Finally!" She runs up to the light, hoping that it'll lead her to a way out, but when she gets closer and closer, she slows down as her eyes widen in horror. "Oh no…" She said, crouching down next to the skeletons of Yang, Weiss, and Blake. "How…How did this happen?" She asked in tears.

Then, the entire void shifts to the city of Vale burning and destroyed, with hundreds of Goblin Gang members roaming the streets, destroying everything in sight.

"AHH!" Ruby hears someone scream in pain as she turns around to see Peter, in a damaged Spider-Man costume, mortally wounded.

"Peter!" Ruby runs up to him, checking to see if he's okay.

"I'm…sorry…I wasn't able to…protect you…" Peter said with his dying breath as he closes his eyes dead.

"No…How did this happen?" Ruby asked in tears again.

 ** _"_** ** _HEHE HAHAHAHAHAHAHA!"_** Shin Goblin falls down next to her, causing her to step back in fear. **_"Little girl…Ruby…This…is how it will all end."_** He said as he starts walking towards Ruby, causing her to step away from him, but then she finds herself at the edge of a rooftop with nowhere to run. **_"Etch this to your skull. I am the supreme god of the multiverse. The likes of you are only fit to grovel beneath my feet."_** He said as he powers up a fireball in his hand. **_"Or better still, to die…in disgrace…BY THE HANDS OF YOUR MASTER!"_** He smiled before firing the fireball at Ruby, causing her to look at it scared before it comes in contact with her.

* * *

"NO!" Ruby wakes up from her bed in her pajamas, sweating furiously from that terrible nightmare. It's the middle of the night in Beacon as she touches her face to see if she's still okay.

"You okay, Ruby?" Ruby turns to her left to see Yang wide awake.

"Yeah…I'm fine." Ruby answered.

"Was it that same nightmare from before?" Yang asked her.

"Yeah…the same one." Ruby responded with a sad tone in her voice.

"Same here." Yang said, as she too has been experiencing the same nightmare, over and over again. "Blake, Weiss, how about you two?" She asked them, knowing that they are fully awake.

"Uh, do you have to ask?" Weiss asked annoyed from her bed.

"We've been having these same nightmares for days now, not giving us the chance to sleep peacefully." Blake explained from her bed.

"Yeah, thanks to the Goblin." Weiss said as she lies flat on her feet. "Even when he's not around, he continues to haunt us, traumatize us, even in our dreams." She said while remembering Goblin hellish smile and laugh.

"I sure hope Peter is alright." Yang said with a frown, covering her face with her legs. "I can imagine he's feeling a lot worse than we are at the moment. All alone out there. No one to help him out."

"Goblin…" Blake said in anger. "If only we can go out and help him." She said while clenching her fist.

"But remember what Goblin said, if we were to ever meet again, or try to stop his plans, he won't hesitate to destroy us all." Weiss reminded them of when Osborn appeared in their dorm a few days ago.

"He's going to do that anyway, no matter if all five of us are together or not! It's only a matter of time!" Blake argued.

"How does Peter deal with this?" Ruby asked from her bed with a frown. "I mean, he fought the Goblin before, and that madman has caused so much pain in his life. So how does Peter managed to do the things he does even after all that happened to him?" She asked the team.

"Wish we knew where he is so we can ask him." Yang replied with a frown.

The rest of the girls frown in depression, still thinking about their lost friend somewhere in the world. Ruby picks up the damaged Spider-Man costume from the bag that Osborn gave to her a few days ago and holds it close to her chest. "If only we knew more about Peter's past, so we can find some way to help him, or us?" She asked.

 _'_ _I might be able to do that.'_ A random voice says, catching the attention of everyone in the dorm.

"Did anyone else hear a random voice in their head?" Yang asked the rest of the team.

"Yep!" Blake said.

"Same!" Ruby said.

"Here as well!" Weiss said.

"Good, I'm not the only one getting crazy." Yang said.

Suddenly, a mysterious purple fog starts to surround the room, teleporting the girls into an unknown realm, as well as putting them in their regular uniform. "Huh, guys, where are we?" Ruby asked as they all get up from the floor.

"Hello there, girls." The girls look ahead to see an old woman sitting on a chair, with a big web attached to the back of it. "Or should I say, Team RWBYP." She said with a smile.

"Uh, who's the old crone in the funny looking chair?" Yang asked while pointing straight at her.

"Old crone, seriously? That's the third time someone has called me that." The old lady said while using her hand to shake her head. "I can see why you and Peter were made for each other."

The name, Peter, immediately got the interest of the girls. "You know who Peter is?" Ruby asked the lady.

"Of course. I've been helping him out in this world and back on his own world." The lad responded.

"So, you know Peter is in another dimension then?" Weiss asked her.

"And I assume you know he's Spider-Man as well?" Blake also asked her.

"Why yes, of course." The lady replied to the two questions given to her.

"Who…are you?" Ruby asked the old lady in the chair.

"My name is Cassandra Webb, also known as Madame Web." Madame Web introduced herself. "And I have been watching you four for quite some time now." She said.

"You have?" Ruby asked.

"Yes, because since you four are good friends with Peter, I might as well know more about you, and I feel like that time is now, especially in the state you four are in at the moment." Web said, knowing how they have been depressed for days since the Goblin fight.

"So, do you know if Peter is alive, or at the very least, okay?" Yang asked her with concern.

"Peter's alive. He just needs some time alone that's all." Web answered.

"Oh, thank goodness." Yang said with a sigh.

"So, Madame Web, why did you bring us here?" Blake asked her.

"You four wanted to know more about Peter, didn't you?" Web asked them.

"Well, yeah we do. We want to know a way to help him out." Ruby said while rubbing the back of her head.

"Good, now then, let us start, by showing you the Web of Life and Destiny." Web said, using her powers to widen up the giant web behind her, causing it to grow around the area, where the girls see different windows showing off hundreds of different Spider-Men and Spider-Women.

"Whoa! What is this?" Ruby asked in amazement as they all see the different little windows in the web.

"This…is the Web of Life and Destiny, also known as the Great Web." Madame Web explained. "This allows me to see every reality, every possible future, all connected to the different Spider-Man and Woman in the entire multiverse."

"So there are like multiple Spider-Men in all of reality?" Weiss asked before sighing. "And I thought one Spider-Man was just enough."

Yang walks around the area for a bit, looking at the different Spider-Men and Women in each universe. "Hey, I found a Spider-Man that looks like to be from the future!" She said, pointing at Miguel O'Hara, the Spider-Man from the year 2099. "I've always wanted to see what the future would look like." She said with a smile.

Blake walks around the area as well, staring in awe at the hundreds of other different Spider-Men, ranging from a Zombie Spider-Man and one where he's piloting a giant robot. She stops as she finds one that catches her attention. "This one seems to be from the distant past, judging from his costume." She said, looking at the universe of Spider-Man Noir.

Ruby walks around while observing in excitement of all the different Spider-Men. She then finds one that looks a bit goofy. "Is that a cartoon pig?" She asked while looking at Spider-Ham's universe.

"Why yes. Parker said the exact same thing when he first saw Spider-Ham." Madame Web said to Ruby.

The girls all group back together after touring around the Great Web. "So, where's Peter's reality?" Ruby asked Madame Web.

"Let me show you." Madame Web said, using her powers to open up a giant, circular window in the middle of the Great Web, showing Peter Parker's reality. "This is Earth-616, home of Peter Parker, and the center of the Great Web." She told the girls.

"Really? Peter's home is the center of the Web?" Weiss asked her.

"Peter HIMSELF is the center of the Web because he's the most important Spider-Man of them all." Web corrected her.

"No way…" Blake said in awe, never thinking that Peter would be that important in the multiverse.

"How's that the case?" Weiss asked Madame Web.

"I think it is time that I show you girls how Peter Parker is more amazing than you know." Madame Web said, snapping her fingers as she teleports the five of them in some new area, filled with different kinds of images flashing all over the area.

"Where are we?" Ruby asked as the four of them look around the place.

"We are now in the memories of Peter Parker." Madame Web replied.

"Really?" Yang asked as she takes a closer look at the images. "But why do some of these images look all dank and colorless?" She asked as she sees on image of Peter all without color.

"Right now, in Peter's current state of mind, his memories are shattered because he is in a deep depression and is trying to figure out what to do next." Madame Web said to them.

"So we have to do something to help him!" Ruby urgently said.

"No! This is something that Peter has to figure out on his own, just like he did countless times before." Madame Web said.

"He has?" Weiss asked.

"He has, and I think a better way to tell you, is by showing you four the history and legacy of Spider-Man." Madame Web said, using her powers to teleport them to another unknown location.

 _"_ _Now where are we?"_ Weiss asked, starting to get annoyed from being teleported to one place and another. She then looks at herself to see that she looks transparent, almost like she's fading. _"Hey, what's going on?!"_ She asked while looking at her transparent body while also noticing that the other girls are also transparent.

 _"_ _Are we in some kind of school?"_ Blake asked, looking around the hallway they are standing in, with different lockers and classroom doors.

 _"_ _We are at Midtown High, the high school Peter attends back on Earth, two years ago."_ Madame Web explained to the girls.

 _"_ _So this is the school Peter goes to in the other world?"_ Yang asked as she walks for a bit in the area. _"Seems pretty…boring."_ She said, as the school looks boring compared to that of Beacon Academy. The school bells rings, and with it, dozens of students walk out of their classrooms, ready to leave for the day.

 _"_ _These kids don't have weapons I've noticed."_ Ruby said as she looks at the different boys and girls just carrying around their backpacks and books.

 _"_ _This isn't a combat school, Ruby. This is just your run-of-the-mill high school."_ Madame Web told her.

 _"_ _Wow, that really is boring."_ Ruby responded.

"Ahhh!" The girls turn around to see shy kid with glasses knocked down to the ground thanks to a big, strong student with yellow hair, causing him to let go of his papers to the ground.

"Sorry, didn't see you there." The bully said as he walks away with his football. As the shy kid slowly picks up his things, the bully sees one of his friends behind the boy, gesturing his arms as if he wants to catch something. "Hey, Kenny! Go long!" The bully throws his football, 'accidently' hitting the shy kid in the face, making him let go of his books and papers again.

Kenny crouches down and picks up the football while laughing at the kid's expense. "Nice one, Flash!" He said before throwing the football back to him.

"You know it!" Flash said, laughing hard as he and his friend walk away from the knocked out kid.

Team RWBY, despite being invisible to everyone else, were still able to see what Flash did to that kid, and they are not happy at the way he treated him. _"That jerk! He reminds me so much of Cardin from last semester!"_ Ruby said in anger, remembering on how Cardin used to be a jerk to Jaune before they became friendlier to each other over time.

 _"_ _I hate people who treat others like that."_ Blake said while giving the passing Flash Thompson a mean look.

 _"_ _How could he pick on that poor, defenseless kid like that?"_ Weiss asked.

 _"_ _That 'poor, defenseless kid' is actually Peter Parker himself."_ Madame Web said.

 _"_ _WHAT?!"_ The girls shouted in shock, looking back at the boy with the glasses who is currently picking up his papers again from the floor.

 _"_ _He's Peter?!"_ Ruby asked in shocked while still looking at Peter's past self. _"He never told us he used to wear glasses."_ She said.

 _"_ _I don't know. He looks pretty cute with those glasses."_ Yang said while looking at him.

 _"_ _At this day, Peter is currently 15-years-old, same age as you, Ruby."_ Madame Web said as she looks at Ruby.

 _"_ _True, but, I was never THIS shy, or that alone."_ Ruby said as she sadly looks at the shy Peter Parker, getting the rest of his things.

 _"_ _Because of Peter's shyness, and him being the smartest kid at school, he was always a social outcast and a frequent target for bullies, even when he was a child."_ Madame Web explained. _"But that does mean he didn't have any friends to help him out."_ She said with a smile, as she and the other four girls see a girl with blond hair and glasses, and a boy with green eyes and auburn color hair.

The two of them meet with up Peter as he holds onto his books. "Hey, Gwen. Hey, Harry. How are things?" Peter asked his only friends at school.

"We just wanted to see if you were okay." Gwen Stacy answered him.

"I'm fine, guys. Nothing you two need to worry about." Peter said with a fake smile.

"Dude, we saw you get smacked by a football from down the hall by Flash. Of course we're worried about you." Harry Osborn said, causing Peter to lose his smile.

Peter sadly sighed. "Wished those jerks would just leave me alone for once." He said while lowering his head in sadness. He then brings it back up to look at his friends. "Are we still going to that trip at Oscorp tomorrow?" He asked his friends.

"Of course." Gwen said in excitement. "I can't wait to see how they can control radioactive rays." She then looks at Harry. "How about you, Harry?" She asked her other friend.

"Sorry. My dad wants me to take care of something else tomorrow, so I won't be able to join you two." Harry sadly replied.

"Being the son of a multi-billionaire company sounds pretty rough." Peter said to his friend.

"Yeah, especially when you have a dad like Norman Osborn. Ah well, I'll see you guys sometime after the experiment tomorrow." Harry said as he walks away from the two. "At least this would give you two some alone time with each other." He said with a smile, causing the two of them to blush in embarrassment.

"We're not going on a date, Harry!" Gwen immediately retorted, even though the blush is still there.

"Keep telling yourself that!" He replied as he waves goodbye to them. He passes by the invisible Team RWBY and Madame Web as he makes his way for the front exit.

 _"_ _So that was Harry Osborn?"_ Weiss asked Madame Web.

 _"_ _Yes. Peter's best friend, and the son of Norman Osborn."_ Madame Web replied.

 _"_ _I can tell from just looking at him that we both go through the same troubles with our fathers."_ Weiss said with a frown, thinking about how her childhood and her relationship with her own father. _"Just wished his father didn't turn into a mad killer that wants to conquer all dimensions."_ She said, feeling really sorry for Harry.

 _"_ _Hmm, now let us switch scenes to the next morning, shall we?"_ Madame Web asked, teleporting the girls into Peter's living room.

 _"_ _Where are we?"_ Ruby asked the old lady.

 _"_ _We are at Peter's home, a few minutes before he leaves of for Oscorp."_ Web told them. They then see Peter walking down the stairs.

"Aunt May! Uncle Ben! I'm leaving!" Peter said as he makes his way to the front door.

"Hold on, kiddo." Uncle Ben said as he catches up to Peter with a smile on his face. "How about I drop you off this time, huh?" He asked his nephew.

"Sure thing, Uncle Ben." Peter happily said as he leaves out the door excited.

"We're leaving, May. Take good care of yourself!" Uncle Ben shouted from the door.

"Take care, you two!" May walks out from the kitchen while cleaning some plates in her hands as she sees her husband close the door behind her.

 _"_ _So those were Peter's Aunt May and Uncle Ben?"_ Ruby asked as Aunt May walks back to the kitchen.

 _"_ _Indeed. Ever since he was a baby, and after his parents died in a plane crash, Peter saw these two as his own mother and father. They mean the world to him, as they are the only ones who helps him when he feels down."_ Madame Web explained.

 _"_ _They all look so happy."_ Yang said before frowning. _"Just wished they could stay like that forever."_ She said, causing the other girls to frown in sadness, as they know how their lives are going to end up in the future.

 _"_ _It's truly unfortunate, but there is nothing we can do to change their fate, especially the one that is about to happen to Peter now."_ Madame Web said, teleporting them to Oscorp, where they see Peter and Gwen, along with a few other observers, standing in front of a device next to a couple of scientists.

"And now for a demonstration of how we can control radioactive rays here at Oscorp, fully supported by our very own, Norman Osborn!" One of the scientists said in a white coat said.

 _"_ _Wished these guys knew how much of a jerk Osborn is."_ Yang said while crossing her arms.

 _"_ _Children, look above the device."_ Madame Web told them, prompting them to look up a see a tiny spider descending from the ceiling on its web.

 _"_ _It's a spider."_ Ruby said.

 _"_ _Not just any spider. The spider that will change Peter's life forever."_ Madame Web said, as the device turns on while the spider is in the middle of it, absorbing a large amount of radioactivity. The dying insect, after absorbing that much radiation, falls onto Peter's hand, biting it.

"Ow!" Peter said as he holds the dead spider in his hand. "A-A spider. It bit me. But, why is it burning so? Why is it glowing that way?" He asked to himself. He then holds onto his head, feeling dizzy.

"Are you okay, Pete?" Gwen asked his friend.

"I-I'm fine. Just need some air for a bit." He said as he walks away from her.

"Looks as though our experiment unnerved young Parker!" One of the scientists said.

"Too bad! He must have a weak stomach!" The other scientist said while Gwen stares at her retreating friend with concern.

The invisible friends of Team RWBY are walking with Peter as he crosses the street. "What's happening to me? I feel…different! As thought my entire body is charged with…some sort of radiation energy."

As they continue walking through the streets, Ruby notices a car about to approach Peter. _"Peter! Watch out!"_ She shouted at him, even though he can't hear her.

Peter, with instinct, leaps over to a nearby wall while the car simply passes through the invisible girls. "What the…How did I do that?" He asked himself until he notices he's sticking onto the wall. "What's come over me! I-I'm scaling this wall just as easily as I can walk!" He said while crawling up the wall. As he gets to the top, he crushes the steel pipe on top like it was made of paper.

 _"_ _So from that spider-bite, that's how Peter got his powers?"_ Ruby asked as they see Peter crawl down from a cable effortlessly.

 _"_ _That is correct."_ Madame Web said.

 _"_ _So, what happened next?"_ Blake asked her.

 _"_ _So, after gaining his new power, Peter thought he could cash in with his talents, using his powers in a wrestling match to beat the undefeated Crusher Hogan easily."_ Madame Web, showing them a vision of Peter, wearing a red mask to hide his identity, defeating Crusher Hogan. _"Then, after that, a TV producer gave him the opportunity to join his show. Excited, Peter created his Spider-Man costume and his web-shooters and appeared on stage for the people."_ She continued, showing them Peter using his talents for the people on TV like sticking to the wall and shooting a web line at a light up candle. _"But, after the broadcast, something that Peter will regret the rest of his life happens."_ She said, teleporting them to the TV studio where Peter walks away from a dozen people who want to interview him and stuff.

"Whew! Rid of 'em at last! Hey! What's going on?" Peter asked while holding onto his jacket, seeing a policeman chasing down someone.

"STOP! THIEF! STOP HIM!" The policeman shouted at Peter. "If he makes it to the elevator, he'll get away!" He told Peter, but the boy just stood there, letting the thief head towards the elevator without trouble. The policeman looks at Peter. "What's WITH you, mister? All you had to do was trip him, or hold him just for a minute!" He told Peter.

"Sorry, pal! That's YOUR job! I'm through being pushed around, by anyone! From now on, I just look out for number one, that means, ME!" Peter said as he walks away from the policeman.

 _"_ _Wow. Peter was a jerk. So selfish and arrogant."_ Weiss said while crossing her arms.

 _"_ _Kind of like you?"_ Blake asked Weiss with a smirk.

 _"_ _Hey, I've changed…I think."_ Weiss said.

 _"_ _Yes, and just like you, Peter too will change, but it will be a more…painful way to change."_ Madame Web said, as they now find themselves walking with Peter down the evening street to his home, until they all notice a police car in front of his house.

"A police car! In front of our house! What can be wrong?" Peter asked as he runs up to the police man.

 _"_ _I don't like where this is going."_ Ruby said as the four of them run up to catch up to Peter as he talks to the policeman.

"Bad news, son. Your Uncle has been shot, murdered!" The policeman said, shocking everyone there, mostly Peter.

"Uncle Ben, DEAD! No! No, it can't be!" Peter said, refusing to believe what he's hearing.

 _"_ _Peter…"_ Yang softly said, wishing she could comfort him, but couldn't.

"Who did it? WHO SHOT HIM?" Peter shouted angrily at the policeman.

"It was a burglar. Your Uncle surprised him! But don't worry, lad! We've got him trapped! He's in the old ACME Warehouse at the waterfront! We'll get him!" The policeman said as Peter runs off to his room.

The girls look at him sad, feeling bad for what Peter is going through right now. _"Instead of Peter letting the police do their job, he, himself, decided to chase after the murderer on his own, as Spider-Man."_ Madame Web said, teleporting them to the old warehouse building, where Peter confronts the killer.

"You stole the life of a good man! A man with a loving family!" Peter said in anger, kicking the guy with a hat straight at some boxes. "Don't bother running! There's no place where you can hide!" He said, webbing up his gun so he won't use it. While the killer is distracted, Peter immediately punches him straight in the face, knocking away his hat. Peter and the girls take a good look at his face, with all of them getting shocked from this familiar man. "That face…It's the fugitive who ran past me! The one I didn't stop when I had the chance!" Peter said, completely shocked on how this was all his fault. He quickly webs up the fugitive and leaves him for the police as he leaves the warehouse.

The invisible girls find Peter swinging to the top of a building. "My fault…It's all my fault!" Peter said to himself as he takes off his mask, showing that he is in tears for what he has done. "If only I had stopped that burglar when I could have! But I didn't, and now…Uncle Ben is dead! I-It's almost as if…I killed him." He said while sitting down on the edge of the roof.

 _"_ _Oh, Peter…"_ Ruby said, looking at the despair at what her friend is enduring at the moment.

 _"_ _Even though Peter told us about how his Uncle died, to see it actually happen happen and how he blames himself…"_ Weiss said while tugging onto her dress.

 _"_ _Poor Peter… To see him in this much pain."_ Blake said in sadness.

 _"_ _I wished we could've done something. Anything!"_ Yang said, frustrated and sad that they couldn't do anything to help their friend.

 _"_ _Peter is a strong kid, one that learns from his mistakes. Just look at him now…"_ Madame Web told the girls, pointing at Peter who stands up from the floor, wiping away the remaining tears on his eyes.

"With great power comes great responsibility. That's what my uncle always tells me." Peter said while looking at the night sky. "I never truly understood what he meant by those words, but now I understand. I gained these incredible powers through some sort of miracle, but the one time when my power could have done some good, I just stood there! I can't let that happen, ever again! No one, not one more innocent being will be harmed because Spider-Man failed to act, and I mean that!" He said, putting on back his mask before swinging off back home.

 _"_ _Whoa…"_ Ruby said in awe, amazed that even after what happened, Peter stood right back up, promising to be a good hero.

 _"_ _Right expression, Ruby, and for the coming months, Peter kept his promise."_ Madame Web said, as they head back to Peter's memories, showing the girls more of Peter's life as Spider-Man. "In just a short time, Peter has experienced a life that no normal teenager has ever gone through. He has fought a ton of supervillains, like Electro and the Lizard." She said, showing images of all of Peter's rouges gallery, with the girls being pretty impressed on all the bad guys he has fought in the past two years. "He has made friends with the mutants at Charles Xavier's school, mostly those in the X-Men."

"Mutants? X-Men?" Blake asked curiously.

"Think of them as Earth's version of Faunus, and the X-Men as the White Fang, before they changed their ways and actually help people to establish that both humans and mutants can co-exist." Madame Web told her.

"Oh." Blake simply said.

"Yes. Peter has also teamed up with a lot of other superheroes, like Daredevil, the Fantastic Four, and even the Avengers." Madame Web said.

"The Avengers?" Yang asked, remembering how Osborn talked about them before in their last fight.

"Earth's mightiest heroes." Madame Web said, showing them images of some of the members. "The invincible armored Iron Man. Thor, prince of Asgard. The Hulk, strongest hero there is. And Captain America, the first Avenger, and many more." She said, showing them the other members of the Avengers like Black Panther and Captain Marvel.

"So cool! So many superheroes!" Ruby said, squealing like a little girl filled with excitement.

"Is Peter part of the Avengers?" Blake asked Madame Web.

"Uhh…I think this image will answer your question." Madame Web said, showing them an image of the Avengers fighting against some A.I.M. robots in the city as Spider-Man swings by to check what's wrong.

 ** _'_** ** _Spider-Man! Great timing! Care to help us out with these A.I.M. drones?'_** Iron-Man asked the kid in red-and-blue tights.

 _'_ _Will I join the Avengers if I do so?'_ Spider-Man asked the armored avenger.

 ** _'_** ** _Sorry, kid. 18 and over.'_** Iron-Man said as he flies off to fight more AIM goons.

 _'_ _What does that supposed to mean?'_ Peter asked before groaning. _'Whatever, but can I at least train with Cap for all of this?'_ He asked as he swings off to help the other heroes. Madame Web closes off the image to the girls.

"Well, that sucks." Yang said while crossing her arms.

"Knowing Mr. Stark, he probably didn't fully mean that. He just thinks Peter isn't ready yet because he is still learning." Madame Web said. "And it's not like Peter had a good reputation in the city to help with his case." She said.

"Why is that? Peter is a great hero." Ruby asked her.

"In Remnant, people think that, but at New York, about half of the city hates him." Madame Web told her.

"Why?" The little leader asked her.

Using her powers, Madame Webs showed them an image of the Daily Bugle, as well as showing them a person sitting in his office. "This is J. Jonah Jameson. The publisher of the Daily Bugle." Madame Web told the girls. "Ever since Spider-Man first showed up, he has done everything in his power to ruin his reputation, telling people that he is a menace to the world and shouldn't be trusted. Even after Peter has saved him and his son countless times before, he would never be convinced, saying things like Spider-Man was the one who staged the whole thing in the first place." She explained.

"What a jerk! I can't believe someone like that exist!" Weiss said angrily.

"Good thing we don't have someone like that in Remnant." Yang said.

"Thank goodness Peter doesn't work for him." Ruby said.

"How wrong you are." Madame Web said.

"Wait, what…" Ruby said confused. Madame Web showed them an image of Peter giving Jameson Spider-Man photos, causing the girls' jaws to drop, speechless. "Huh…" Is all Ruby could say.

"Peter didn't have any other choice. He and his Aunt were poor, and because he still goes to school, working at the Daily Bugle was his only option." Madame Web told them. "And that wasn't the only time things didn't go his way, especially when he fought one of his toughest enemies yet: The Green Goblin." She said.

"GREEN GOBLIN?!" The girls shouted in surprise.

Madame Web nodded before showing them an image of Peter's first battle against the Green Goblin, back when he was just a guy in a Halloween costume. "This is what Norman Osborn looked like in their first battle, using the first version of the OZ formula, created by Dr. Mendel Stromm. The two have fought multiple times, before eventually, Osborn decided to find out about his enemy's secret identity, which he eventually did." She said, showing them an image of Osborn using a gas to weaken Peter's Spider-Sense so he could follow him without being noticed. "Ever since Osborn found out about Peter's identity, he did everything in his power to find ways to torture Peter, both physically and mentally, like cloning him, creating Ben Reilly before killing him with his glider, and even kidnapping Gwen Stacy, dropping her off a bridge while he and Peter were fighting." She said, showing them of Gwen falling from the George Washington bridge, with Peter attaching a web line to save her, but instead he accidently snapped her neck.

The girls were completely shocked when they see Peter looking so happy that she saved her as he brings her back up, only to be heartbroken a few seconds afterwards when he realized she died. Yang looks on how heartbroken Peter looked like, understanding why it took him a while for them to start dating, but then clenches her fist in anger when she sees the Goblin just laughing at the heartbroken hero.

"After that, the anger filled Spider-Man tracked down Goblin to one of his warehouses, brutally beating him, almost to death, but he stopped himself, knowing that if he killed him, he would become just like him, but Goblin had other plans." Madame Web explained, showing them of Goblin using his glider for one, last ditch effort to kill Spidey, but thanks to his spider-sense, he ducked just in time as Goblin himself was stabbed by his own glider, effectively killing him.

"So, if he killed himself with the glider, how did he came back to life?" Ruby asked her.

"Apparently, the OZ formula in his system somehow revived Norman, allowing him to survive his impalement." Madame Web answered.

"So, what did Norman do afterwards?" Blake asked her.

"Norman believed that if the OZ formula was able to bring him back to life, he can improve on it, combining both his and Spider-Man's DNA, in order to make him stronger, faster, and immortal. Let me show you…" Madame Web said, teleporting them the five of them to a Oscorp lab room at New York. They all see Norman and his lab assistant walking out of a room.

"It's ready, Mr. Osborn, but Norman, I do have to voice my reservations once again, I-I don't like this secrecy." His lab assistant told him.

"You don't like? YOU! I'm in charge here. There's no reason to wait any longer." Norman said to him as he straps himself in a table that is standing, where a bunch of lasers are pointing right at him. "Begin!" He said, prompting the lab assistant to press a button, causing the lasers to shoot him with green rays of energy. "YES! It's working! I told you… _I…to_ _ **ld…"**_ He tried to finish before the entire lab explodes, covering the place in fire.

Team RWBY coughs from the fire, even though they aren't technically there, but they do it anyways. _"Man, that wasn't cool."_ Weiss said as she looks around the destroyed lab.

 _"_ _I know, it was FIRE! Get it?"_ Yang made a pun, causing the rest of the girls, including Madame Web, to groan at that terrible joke.

"Mr. Osborn? Norman? Are you injured?" Norman's lab assistant calls out for him, but gets no answer. He stands up from the floor and look in front of him, only for him, and Team RWBY, to look in horror at what they are seeing in front of them, a monster, a green monster. "Good Lord…" The lab assistant said, looking at the new and improved Norman Osborn.

 _"_ _Oh god! So that's how Norman became this super-goblin."_ Ruby said while looking at him.

 _"_ _Indeed! While he didn't achieve immortality, he did become this monster of a goblin."_ Madame Web said.

"Osborn! We need to get you some help! The experiment has…it's gone beyond what we imagined sir!" His assistant said to him, but Norman isn't listening.

Instead, Goblin is seeing ghostly hallucinations of his assistant, the invisible Team RWBY, and Madame Web, with the assistant taunting him. _"You're a failure, Osborn! You're nothing compared to the boy!'_ The ghostly version of his assistant said to him before laughing. _"You aren't as worthy of Parker!"_

 _"_ _Pathetic! Loser!"_ His other hallucinations keep telling him.

 _"_ _Madame Web, what is going on with Mr. Osborn?"_ Ruby asked her.

 _"_ _At this point, while his body is getting adjusted to the new OZ formula, he is suffering hallucinations, making him even crazier than before."_ Madame Web explained to her.

 ** _"_** ** _Rraaaggh!"_** Goblin swipes in anger at his assistant, and even the invisible versions of Team RWBY, only for all of them to duck in time from his claw swipe.

"Mr. Osborn! Please, sir! Calm down!" The assistant said before Goblin punches him to the ground, killing him in an assistant.

Goblin pants as he looks around his destroyed laboratory until he finds a computer screen of Peter Parker. He snarls angrily before he jumps out of the window. **_"PAAAAARRRKKKKEEEEERRRR!"_** He yelled out as he jumps from rooftop to rooftop.

 _"_ _Oh no! He's going after Peter!"_ Ruby shouted as the girls approach the window where Goblin leaped out of.

 _"_ _But where is he?"_ Weiss asked.

 _"_ _At this point, Peter is at his school, where Goblin plans on destroying it to find him."_ Madame Web said to them.

 _"_ _We have to hurry!"_ Ruby shouted. Madame Web nodded, using her powers to teleport them to Peter's school, which has already caught on fire thanks to the Goblin. _"Oh no, we're too late!"_ She said, as countless students and staff members run out of the burning school, but there is no sign of Peter anywhere.

"They said it was some kind of monster! Our teachers said some kids in A-Wing couldn't get out!" One of the students said.

 _"_ _Darn it, where's Peter in all of this?"_ Blake asked, looking frantically around for the boy.

"Look!" One of the students said, getting everyone, including Team RWBY's attention. They see Spider-Man hop out of a green dumpster ready to save the day. "Spider-Man!" All the kids shouted.

 _"_ _He's here!"_ Ruby said excitedly as Spider-Man swings through the building. The team decided to follow Peter through the school, seeing him saving all the students that are still trapped inside the building, until…

"Wo, uh, you're new here, aren't ya?" Spider-Man asked the monstrous Green Goblin, who is hiding behind the smoke from the fire. "Well, I think all visitors need to check into the office first to…" He got cut off as the Goblin lungs at Peter. "Whoa! I guess you don't speak human! Oh boy, this is gonna-!" He gets smacked through a wall thanks to the Goblin. He immediately web swings to avoid another attack from the Goblin.

 ** _"_** ** _Parker!"_** The Goblin shouted at him.

Peter attaches himself to a wall. "Who are you, and how do you know my name?" Peter asked the monster.

 _"_ _He doesn't know?"_ Ruby asked, wondering how Peter doesn't know that's Norman Osborn he's fighting.

 _"_ _You do realize the last time Peter fought Goblin, he was just a guy in a costume, right? And the fact he didn't know he came back to life, right?"_ Weiss asked her leader.

 _"_ _Oh, right! Forgot! Sorry!"_ Ruby said embarrassed, causing Weiss to face palm.

Goblin punches a hole at the wall Peter was sticking on before he leaped off from it. "How about we take this away from the nice, non-super powered students, hey, tall, dark, and gruesome?" He asked the monster as he swings away from the school, with Goblin chasing after him and the invisible girls. "Oh, I forgot! You only speak monster! Then let's simplify things! Me, Spider-Man! You, ugly man! Follow Spider-Man!" Peter taunted him as he swings to one of New York's big bridges. "Try to keep up!"

 ** _"_** ** _Rraaaaagggh!"_** Goblin roared as he chases Peter to the bridge, where a couple of police choppers are approaching them.

"This is the police! Stand down, or we will fire!" One of the policemen said from his chopper.

"Guess we drew a crowd! This is so not good!" Peter said before he starts fighting the Goblin, but his opponent's speed and power matches, and surpass, that of Peter's own strength. "Can't we call this a draw? How about rock-paper-scissors?" Peter asked while tending to his left arm. Goblin lungs at Peter again, but thanks to his Spider-Sense, he ducks as Goblin falls to the ocean below. "Guess not!" Peter said.

"Stay where you are! You are under arrest!" The policeman from the chopper said to Peter as he swings away from the bridge.

"I'd love to talk fellow, but I'm late, for a very important date!" Spidey said, swinging fast enough to escape from the police as he makes his way back to Midtown High.

 _"_ _So, then what? What happened to Goblin?"_ Yang asked Madame Web as she sees Peter swinging away to the city.

 _"_ _When the coast was clear, the military of this world, S.H.I.E.L.D., took Norman to their Helicarrier, where he was locked by Nick Fury, the director of S.H.I.E.L.D."_ Madame Web said.

 _"_ _Who?"_ Ruby asked as Madame Web teleports them to the Helicarrier, where a black man wearing an eyepatch is interrogating Osborn in his cell. _"Oh, I guess he's Nick Fury then."_

 _"_ _This guy looks a lot cooler than General Ironwood."_ Weiss admitted.

 _"_ _Probably because of the eyepatch."_ Yang said.

"So, you won't help us unlock the secret of your OZ formula?" Fury asked Osborn, who is behind laser bar handles. While Osborn gives Fury the silent treatment, Ruby and Yang uses this opportunity to make faces at him, while Blake and Weiss face palm at their immaturity. "Listen up, Osborn. The silent treatment will get you nowhere." He told him, with Norman responding with silence. "Fine! Our scientists have been itching to give you the once-over! Maybe it's time what we can find out from a few blood tests!" He told Osborn, making him visibly angry.

"No! You can't have it, Fury! And if you try to repeat my success… ** _you'll regret it! I'LL MAKE YOU PAY!"_** Norman said as he transforms to Goblin, destroying the wall behind him so he can escape.

Fury pounds on a nearby alarm to call for back-up. "We have a level 4 security breach! Close all exits! Don't let that maniac escape!" He ordered all personal to stop the Goblin.

 _"_ _Unfortunately, Goblin escaped!"_ Madame Web told the girls as they see the guards trying to apprehend Goblin, but died trying. _"For the next couple of weeks, Goblin has been testing out his new power on some other heroes, like the Defenders, the Fantastic Four, and even the Avengers, with some of them getting beat up by his new power, while others like the Hulk he stalemated. Goblin has also fought with Spider-Man a couple of time as well, with Peter eventually learning that Goblin was Norman Osborn alive."_ She said.

 _"_ _How did Peter take this?"_ Ruby asked her.

 _"_ _As you can probably guess, he was both shocked and angry that Goblin came back, stronger than ever."_ Madame Web told her. _"Knowing that Goblin might go after his loved ones, Peter went to go check on Mary Jane, another one of his friends, but before he could get there, Harry Osborn, who at the time was the second Green Goblin, found her first, but then Norman found him, and was furious that his own son became the second Green Goblin, thinking he was not worthy to live his legacy, but Harry didn't care, since he was using the original OZ formula, made him crazy and not thinking straight."_ She said, teleporting the five of them to the S.H.I.E.L.D. Helicarrier. _"Both Harry and Norman fought each other, getting the attention of S.H.I.E.L.D. on their Helicarrier. They continued their fight on board the ship, where Spider-Man came in to try and stop them from killing each other, but was knocked out by Norman."_ She said, with Norman pimp slapping Spidey to the ground, making him lose unconscious for a while. He also punched Harry in the face, knocking off his mask as he lies down on the ground.

 ** _"_** ** _Now, Parker! It's is time for you to die!"_** Norman said, creating a fireball in his hand.

Harry wakes up from the attack, shaking his head in pain. "W-What happened?" He asked himself as he takes a look at his Goblin mask, now regaining his sanity. "What have I done?" He asked before turning around to see Peter about to be killed by his father. "Oh no, PETER!" Harry takes out a pumpkin bomb from his bag and throws it at Norman's back.

Norman stops and looks back at his son. **_"Harry…You dare strike at your own father?"_** He asked him as he lungs at his own son, slamming his face to the ground. **_"This is the thanks I get after I have giving you EVERYTHING?!"_** He furiously punches his own slam repeatedly, causing the invisible Team RWBY to gasp in horror on him beating his own son to death. **_"THIS is how you honor me! This!? This!?"_** He stops punching when he realized that he beat his son to his own death, visibly shocking him.

Fury and his other agents run right at him. "Osborn! I can't believe you! You killed your own son! How could you!?" Fury yelled at him.

Peter wakes up and shakes his head in pain. After a few seconds, his eyes gaze at his friend's bloody corpse. "No…NOOOO!" Peter runs up to his friend, shaking him to see if he's still alive. "C'mon, Harry! Don't you die on me! HARRY!"

"Uh…Pete…" Harry weakly said to his friend, even though he is about to die.

"Why, Harry? Why did you save me?" Peter asked his friend.

"Hey…What else could I do? You're my best friend." Harry said with a smile, before closing his eyes to show that he's dead forever.

Peter, and even the girls in Team RWBY, start to tear up from seeing Harry's dead body.

Goblin, however, while still shocked at what he done, starts to light up in anger. **_"NOOOOOOOOOO!"_** He furiously yelled out, releasing a big burst of energy from his body, causing the entire Helicarrier to sink down to the Hudson River.

Peter, and the rest of the invisible Team RWBY, find themselves at the port next to the river, with fire everywhere around them. "Uh…Fury? Harry? Anybody?" Spider-Man looks around, hoping that somebody is still alive.

His Spider-Sense tingles, as he dodges a fireball from the Goblin, as he comes out from the smoke, looking even madder than the Hulk. **_"YOU! PARKER! YOU DESTROYED MY FAMILY! THIS IS ALL YOUR FAULT!"_** He yelled at him, throwing more fireballs at Peter, but the boy managed to dodge some of them, but is too weak to dodge the last one. **_"I BLAME THIS ON YOU AND EVERYONE THAT IS CONNECTED TO YOU!"_** He shouted, punching Peter in the face, breaking one of his lenses.

"How can you blame me?! YOU'RE the one who beat his own son to death!" Spider-Man shouted as he kicks Goblin in the face.

 ** _"_** ** _This wouldn't have happened if you didn't exist!"_** Goblin said, grabbing a nearby box and throws it at Peter, knocking him down. **_"Everything you stand for is the reason why this happened! I will make sure you will pay dearly! Destroy everything you have, no matter which world you're in!"_** He said while throwing another punch at Peter. **_"I! WILL! KILL YOU!"_** He declared, raising his fists in the air, all fired up, ready to kill Peter once and for all, until… **_"AAAAARRGGHH!"_** He screamed out in pain as he was shot with a couple of needles to his back.

"OSBORN!" Fury shouted from behind the monster, backed up by the remaining survivors of the crash. "Have a taste of a cure we've been working on for you!" He shouted, shooting more of the OZ-Antidote at Osborn, causing him to scream in pain as he gets weaker and weaker. "PARKER! FINISH HIM!" He yelled at Peter.

Peter gets up and jump kicks Osborn straight in the face. As he comes down from the air, Peter delivers a powerful punch down to Goblin's face, knocking him down to the ground. Goblin tries to get up, but Peter isn't giving him the chance, repeatedly punching him until he falls down to the ground. As Peter walks away from the supposedly beaten, Green Goblin, the monster stands up, now madder than ever as he roars to the heavens, **_"RRAAAAAAAAGGGHHHH!"_**

 _"_ _Peter! Watch out!"_ Ruby shouted at him, even though he can't hear her. Goblin lungs at the unexpecting Peter, but the boy immediately turns around, and using all of his strength, uppercuts Goblin in the jaw, knocking him out completely. Goblin, too weak to resist the cure coursing through his body, turns back to regular Norman Osborn, as he lies there unconscious.

Fury orders his men to lock up Norman before he does something crazy again as he goes and meets up with Peter. "You did good, kid." He told the hero.

"Did I, Fury?" Peter asked him without turning his head, remembering how his best friends got killed and he was partially responsible, because if Peter was with Harry when he needed him the most, he would've never become the second Green Goblin, or the fact he would've never died by the hands of his own father. Peter shoots out a web line at the nearest building and swings off into the night, leaving Fury, and the girls, watching him out there, all alone. Madame Web uses her powers to teleport her and the girls back to the center of Peter's memories.

"I…really have no idea what to say." Yang said, as she and the other girls have no idea how to describe what they have witnessed.

"Peter, no matter how hard he tries, nothing seems to go his way. It's a life that no child, or adult, should ever experience." Madame Web said to them.

"I can see why Peter would just quit. Being Spider-Man just seems to take a big toll on his life." Ruby said with a frown, causing the rest of the girls to frown in sadness as well.

"It's true that being Spider-Man does have its downsides on Peter's life as a whole..." Madame Web started talking.

"But that doesn't mean nothing good came from him being Spider-Man." A voice from the distance said, catching everyone's attention, although Madame Web smiles as she recognizes the voice.

"Who's there?" Ruby asked the voice. From the shadows, an old man with white hair and blue walks up to the girls, causing them to look in complete shock as they have seen that person before. "You're…Uncle Ben." Ruby said, causing Uncle Ben to smile.

"Indeed I am, kiddo." Ben said.

"How?" Weiss asked, wondering how a dead man is standing right in front of them.

"You kids have stirred up my memory, and I'm here to tell you that being Spider-Man does have its upsides, more so than you think. C'mon, let me show you." Ben said to them, teleporting them to the back of Ben's car when he was dropping off Peter next to the venue.

"Well, kiddo. We're here." Ben said to Peter.

"Here?" Peter asked him as he looks distracted.

"The library. The one across from the venue. You said you had to study here." Ben reminded his nephew.

"Right." Peter said with a nod. "Uncle Ben, if you could do something, do it better than anyone else, then it wouldn't be wrong to, you know, cash in on your talents, right?" He asked his uncle.

"Well, son, that would depend on what talents we're talking about." Ben said to him before he is about to leave the car, but his uncle stops him from doing so. "Listen, kiddo. I went through exactly the same thing at your age."

"No, not exactly." Peter said since his condition is _entirely_ different from what Uncle Ben is talking about.

"Point is, you're changing, into the man you're going to be, and just because you can't do something, doesn't mean you should. With great power, there must also come…great responsibility." Ben told his nephew. Peter thinks about it for a second before leaving from the door.

The girls were sitting in the back seat, paying attention to every word that Uncle Ben has just said. Ben turns around to face them, "And with those words, Peter made sure, that no matter what happens, no matter if his life turns upside, even if the whole world is against him, he would always come back stronger than ever, always doing the right thing to help those he loves." He told them.

"Just look at all the good Peter has done compared to all of his failures." Madame Web appeared, creating a giant web, showing thousands of Peter's accomplishments as Spider-Man, like saving people in buildings, saving his fellow classmates from his enemies, even help saving the world multiple times before from galactic threats. "Peter's accomplishments echoes throughout, not just on Earth, but across all dimensions. Like when he teamed up with a hero from another dimension to save both their worlds because everyone believed in him." Madame Web said as she teleports herself, the girls, and Uncle Ben to when Spider-Man and Sonic, in their super forms, fought the ISO-Emperor, controlled by Doc Ock and Dr. Eggman.

"That thing is still gonna blow if we don't stop it now!" Super Sonic said.

"Then let's finish this, with style!" Super Spider-Man suggested. He shoots a web line at Sonic, who grabs it and goes into his ball form, while also charging his light speed attack. Spidey quickly spins around in place at hyper speed, gaining the momentum he needs. "Ready…"

"GO!" They both shouted as Spider-Man releases the web, throwing Sonic, at light speed, through the robot's core, destroying the ISO-8 inside, blowing up the robot for good.

Team RWBY smile as they hear the people of New York and Station Square cheered both Spider-Man and Sonic for saving the day.

"And THAT'S how you get it done!" Sonic said.

"Aw yeah!" Spidey said as he gives each other a super bro-fist.

 _"_ _How does Peter do it?"_ Ruby asked, even after everything that has happened in Peter's life, he always seem to come back better than ever.

 _"_ _It's because Peter has the greatest willpower out of everyone in the multiverse, even more so than his fellow heroes."_ Uncle Ben told them.

 _"_ _It's because of that willpower is the reason why Peter is considered the greatest of all Spiders, and why in the future, he is considered the greatest hero of them all."_ Madame Web told them.

 _"_ _REALLY?!"_ The girls asked shocked, with Madame Web nodding at them with a smile.

 _"_ _That's so amazing!"_ Ruby said excitedly, knowing she's friends with one of the best heroes in the multiverse.

 _"_ _Don't you mean: Spectacular?"_ Yang asked her with a smirk.

 _"_ _How about astonishing?"_ Weiss asked.

 _"_ _Sensational?"_ Blake asked.

Uncle Ben laughs, happy that Peter is making good friends with people. _"I can see a little Peter in all four of you if you keep this up."_ He said while rubbing Ruby's head, causing her to giggle. _"I'm glad Peter made some good friends, and I am proud to be his uncle. Now I hope you four learned something from this."_ He said to them, responding with a happy nod. _"Good."_

 _"_ _Now, it is Peter's turn to remember why the world needs him, and why he can't give up just yet."_ Madame Web said.

 _"_ _How long will that take?"_ Yang asked her.

 _"_ _Knowing Peter Parker as much as I do, probably at the last minute."_ Madame Web said with a smile, using her powers to teleport them back to their dorm.

 _"_ _Take care of Peter, kids."_ Uncle Ben said to them.

 _"_ _We will, Uncle Ben!"_ Ruby waves at him. Uncle Ben smiles as he, and the girls disappear from Peter's memories.

* * *

The girls find themselves back in their pajamas in their dorm, still night outside, as if time itself didn't move one bit when they were gone.

"Wow…That was some experience." Weiss said from her bed.

"I can't believe how amazing Peter is to the world, and beyond." Blake said with a smile.

"I still can't believe that I'm his girlfriend." Yang said with a smirk while pointing to herself. "Am I lucky or what?" She asked, but no one is responding.

Ruby looks at Peter's damaged Spider-Man costume, but instead of a frown, she smiles happily. "We should repair this so we can give it back to Peter when we see him." She said to the group.

"Agreed!" The rest of the team responded.

Suddenly, Ruby gets an idea. "Hey, how about we create our own Spider-Man costume, as a homecoming gift for Peter. Give it all sorts of upgrades and stuff." She suggested.

"Um, Ruby, last time I checked, we're not exactly as smart as Peter when it comes to giving his costume upgrades." Blake told her.

"I can contact General Ironwood and get him and my company to give it enhance features once we're done designing the costume. I'm sure he wouldn't mind if I told him it was for Spider-Man." Weiss said with a smile.

"Great! Starting tomorrow, we should start designing the costume." Ruby said.

"We should also help get ready for the Beacon Dance as well." Yang reminded her sister.

"That too!" Ruby said, looking out through the window at the night sky. _"Now it's your turn, Peter."_ She said in her mind.

* * *

 ***BGM-Dragon Ball Super OST- Next Episode Preview (A Dangerous New Enemy Version) ***

 **Peter: Hi, I'm Peter Parker. Masked lady, what are you doing here?**

 **Raven: You should already know the answer to that, Parker?**

 **Peter: Look, Spider-Man is done. Finish. I can't move on with that life.**

 **Raven: Even though Goblin is still out there?**

 **Peter: I…I just don't know what to do anymore, so stop bothering me. Wait a minute, that woman, it's Mrs. Burnside, and who's that with her?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Remembering your Responsibilities_**

 **Peter: Hey, this man looks familiar.**

* * *

 **KFX here: School's almost back for me, so I won't be able to upload as frequent. Sorry that you guys might have to wait for the next couple of chapters, but don't worry, I'm not planning on abandoning this story, I might just be a little late to upload. I'll be sure to update my status to let you know what's going on.**


	47. Vol 2 Issue 13: Great Responsilbity

_Vol 2 Issue 13: Remembering your Responsibilities_

 **Nighttime at Vale**

"Alright. Thanks for the help." Emerald said to a store owner as she walks out. Mercury is seen leaning next to a lamppost as Emerald walks up to him. "Find anything?" She asked her partner.

"Nope. You?" Mercury asked her.

Emerald sighed. "Not a thing. Seriously, this Peter guy is giving us a lot of trouble. I mean, how hard is it to find one kid?" She asked him.

Mercury just shrugs in response. "Don't know, don't care. Anyways, I'm getting tired. We've been looking for this guy for like three days. Shouldn't we head back to Beacon and get ready for our other assignment?" He asked her, referring to their other plan they have during the Beacon Dance.

"Let me call Cinder." Emerald replied. She takes out her Scroll and calls her leader. "Cinder, we'll be heading back to Beacon now, if that's okay with you?" She asked her.

 _"_ _That's fine. I'll continue tracking down Parker for the rest of the night before heading back."_ Cinder said through the Scroll.

"You sure that's a good idea?" Mercury asked her.

 _"_ _Parker's a slippery one, and from what I've heard, he has a device that turns him invisible, but I won't let that stop me. Anyways, get back to Beacon and start going over our plans during the Beacon Dance this weekend."_ Cinder told them.

"Yes ma'am." The both of them said before Cinder hangs up the call.

"Huh, Cinder has never been this interested in trying to find someone." Emerald pointed out.

"Well, Parker might know something about Spider-Man, who might be a real pain in our plans soon, so it's no wonder Cinder wants to find him so badly." Mercury said as he starts walking back to Beacon.

"You bring up a good point, for once." Emerald said before she catches up to Mercury. "But still, she was never THIS serious trying to find one guy, especially since she's doing it on her own."

"Unless this Peter kid is Spider-Man himself, which I seriously doubt it, I'm sure Cinder could handle herself." Mercury said to her as they both walk back to Beacon.

* * *

Right now, somewhere in the city, Peter Parker is currently laying down on a bed in an abandoned apartment building, the same apartment he stayed in for a while when he first got teleported to Remnant. Since it's abandoned, and not a lot of people really come around this part of town, it's the perfect place for Peter to stay in and think about what he's going to do next, now that he stopped being Spider-Man.

Peter stares at the ceiling without moving an inch, in what felt like hours. He remembers his battles against the Goblin, like the time when Gwen Stacy died, and the time Harry Osborn died as well. He remembers how back on Earth, about half of New York hated him even when he was doing good. Of course, it was thanks to J. Jonah Jameson that got the people to hate him, since he always considers Spider-Man a menace and is the reason why almost some of his villains exist in the first place, like Goblin, Venom, etc.

 _"_ _Was Jameson right all along? Am I really a menace? Am I the reason why new villains keep popping up, and because of that, the people I love suffer because I try to be this great hero nobody doesn't seems to care about?"_ Peter asked these many questions in his head, causing him to be even more depressed as evident with a defeated sigh from him.

Suddenly, a red portal appears in the room Peter's in. Even though Peter's spider-sense was going off, it was only triggering to the presence of someone he knows and trusts thanks to his evolution, which is why he wasn't too surprised to see the masked lady from before appear next to him.

"What do you want?" Peter asked her, not in the mood to talk.

"Should that really be a question?" The masked lady asked him.

"Listen, if you actually paid attention to the news, Spider-Man is through, finished. I don't want to be bothered with that life again." Peter told her, moving his body from the bed so he won't have to look at her.

"Even though we still have a mission to find and stop Goblin?" The masked lady reminded him that Goblin is still out there.

"Then how about you handle it? You've been doing a good job trying to find out what he's doing on your own, haven't you?" Peter asked her without turning his head.

"I haven't been doing it on my own this entire time. I've had Madame Web to help me when I'm in a jam, and but we still need YOU to help us take down the Goblin." The masked woman said.

"Even though I've already caused enough trouble for this world and every other world? Face it, lady, I'm no great hero, I was never even a decent one. I just make things worse for other people." Peter said.

"Hmph. Coward. So because you and your friends got beat by the Goblin, you decided to quit? How pathetic." She said while crossing her arms, which sort of triggered Peter after she insulted her, causing him to get up from the bed.

"Don't you have any idea what I've been through?" Peter angrily asked her as he walks up to the lady. "I have lost friends, family, because of this creep!"

"I've lost some of my family too, remember? Some of them were really important to me! And I won't rest until they are avenged!" She retorted at the kid.

"You mean that tribe you abandoned your REAL family for, the ones you don't consider 'important?'" Peter asked her, remembering how she once said her family wasn't important to her at the time. "The reason why I fight crime was to protect people, including my friends and family. You don't seem to care one bit about what happens to others, even if they are the innocent and need help. The only reason you are even helping tracking down the Goblin is so you can get revenge on what he did to your tribe, and while I can understand that reasoning, you probably wouldn't care if he attacked someplace else, would you?" He asked her. "What if Goblin never attacked your tribe, huh!? What if he attacked your real family, the family you abandoned for years!? You probably wouldn't care, would you, since you don't see them as important to you!" He said towards her.

"If the people of the world gets killed by Goblin, then that's their own fault! They have nothing to do with me, my goals or my missions! The same goes for my husband and daughter! I don't care what happens to them!" She responded to Peter, which really ticks him off.

"You're lying!" Peter shouted at her, which catches her off guard for a second. "You care about them A LOT!" He said, delivering a lightning-fast punch to her mask, knocking her down to the ground with her mask slightly crooked. She holds it back up so Peter won't see her true face. "In some ways, you are just like the Goblin himself if you keep this up, but you have to know that sometimes there are far more important things in life that isn't the mission." He said as he walks to a nearby window while the masked woman stands up, still holding onto her cracked mask.

"No matter how much you deny it, that husband of yours, that daughter of yours, they are still the most important things to you, so how about you start fighting for them, at least for this instance." Peter said in a calm tone as he leans on the window.

The masked woman stares at Peter for a few seconds, processing all of what he said to her before leaving through the portal she made so she can leave, leaving Peter to sigh on his lonesome. "Now if only I have a reason to keep fighting again." He said to himself before sighing again.

* * *

Outside at night, Peter, wearing his black hoodie and putting his hands in his pockets, is walking down the sidewalks of the city, passing by all the people who are heading back to their homes for the night. As he continues walking, he spots Team JNPR, across his sidewalk, heading back to Beacon, probably after another day of not finding their friend, Peter. Jaune glances to his left as if he spotted someone, but sees that nobody is there. He thinks to himself a second before thinking it was no one and continues walking with his team, not knowing that Peter went into stealth mode thanks to his Webware. He stands there as he watches his friends walk away, not knowing that they were closer to Peter than they knew. As Peter continues walking through the streets in stealth mode, his Spider-Sense goes off. "Huh…" He said to himself, looking around to see where's the danger.

"SOMEONE, HELP US!" The sound of an old woman screamed out nearby.

 _"_ _Someone's in danger! I have to go check it out!"_ Peter thought to his head, moving across an alleyway, coming out of the other end to spot an old lady, an old man with dog ears, and what appears to be a mugger trying to mug them. _"Is that…Mrs. Burnside? But who's the old guy next to her? Is that her husband?"_ Peter thought in his head as he leans next to a wall so he won't be noticed.

"Alright, cough up whatever you Faunus have so nobody won't get hurt!" The human mugger threatens Mrs. Burnside and her husband.

"We're not giving you anything, Mister, no matter how hard you try!" Mr. Burnside said to the mugger.

The mugger is annoyed by this man's stubbornness, so he hits him with the blunt end of his gun to his head, knocking him down to the ground. "How do you like that, you filthy Faunus?" The mugger grinned.

"NOOO, BEN!" May Burnside shouted as she leans down to her wounded husband.

 _"_ _That's it!"_ Peter growled, running up the mugger with his stealth mode so he won't see him coming, kicking him hard enough to the ground, knocking him out completely.

"What in the…" Mrs. Burnside said, wondering who in the world just saved her and her husband just now.

"Mrs. Burnside, are you okay?" Peter asked as he turns off his stealth mode from his Webware.

"Your…Peter!" Mrs. Burnside recognized the boy after so long.

"Hey, it's been a while." Peter said with a smile before dropping it as he checks on her husband. "Let me see if your husband's alright."

"Uhh…don't worry, sonny. I'm okay." Mr. Burnside said, rubbing his head as he stands up from the ground. "Thanks for the save, kid." He said to Peter.

Peter stares at this man's face as if he knew him from somewhere before. _"Mr. Burnside…He reminds me of someone…someone from my past, but who?"_ He thought in his head, until he finally recognized who this person looks like after staring at his face for so long. _"Uncle Ben…"_ He thought, as tears slowly drop from his eyes.

Ben Burnside notices the kid's tears. "Are you okay, kid? Why are you crying?" He asked him. Without hesitation, Peter hugs the man, which catches him off guard.

"I'm just…happy you are okay." Peter said, as the tears still fall from his eyes.

Mr. Burnside looked confused for a bit before happily returning a hug to Peter. "Thank you, kid." He said to him.

May Burnside smiles at the two, seeing them bond like that. "So, Peter, how have you been doing these days?" She asked him as Peter let's go of Mr. Burnside, wiping away the tears from his eyes.

"I'm doing fine. Thanks for asking." Peter replied.

"So, you're the kid who stayed at our place a few months ago? The one who doesn't have a family to go back to?" Ben Burnside asked him, causing him to frown in sadness.

"Y-Yeah. That was me." Peter said while trying not to sound too depressed.

"We've also seen all the pictures you've taken of that Spider-Man guy that appeared a few months ago. Ah, it's so nice that there is someone out there trying to stop the White Fang from doing any more harm to this city." May said, causing Peter to look even more sad and depressed.

"By the way, Peter, do you know what happened to Spider-Man, recently?" Ben asked the depressed boy. "No one has seen or heard from him for days now, and the city is becoming a mess without him."

"I…" Peter started talking but doesn't continue, lowering his head in deep depression.

"Peter, what's wrong? Do you have something to say?" Ben asked him with concern for the child.

"There's something…I want to tell you guys." Peter said as he looks at the married couple.

"How about we talk about this back at our home, okay?" Ben asked him, with Peter nodding in agreement as the three of the head home together.

* * *

 **At May and Ben Burnside's Home, 20 minutes later**

"Ah, so that's it, huh?" Ben asked as he, May and Peter are sitting next to each other on the couch. Peter has just finished telling them that he's Spider-Man, his friends at Beacon, how he's from another dimension where the two of them remind him of his Aunt and Uncle, how he accidently brought in his worst enemy to their world and how he quitted being Spider-Man. He pretty much told them everything that has happened to him in the last few months.

"Yeah." Peter sadly nods, not wanting to face the two Faunus couple. "It's because of me is the reason why this world and every other world is in danger because of my mistake. And it's because of me is the reason why my friends almost died because of my mistake. No matter what I do, no matter how hard I try, I always seem to fail, one way or another. I'm not some ultimate hero, I'm just the ultimate failure." He said as a single tear drop from his eye.

May and Ben Burnside stare at the depressed boy for a second before Ben puts his hand on Peter's shoulder. "But you are a hero, aren't you?" Ben asked him, causing Peter to look at him in the face. "I'm mean, you just saved me and my wife from a crook, didn't you? Not only that, you helped saved your friends and this entire city multiple times when no one else could." He said to encourage Peter.

"But, half of the reasons why the city gets constantly attacked was because of me." Peter said, still depressed.

"That's not true, and I refuse to believe it." Ben said.

"Huh?"

"Even if you weren't here, Peter, the city would still get attacked from people like the White Fang or the Grimm, enemies that long existed before you even arrived at our dimension." Ben said to him. "Your actions, your presence here, have done us more good than harm, and you would be surprised on how much you have helped us in more ways than one. Answer me this, have you ever noticed how much the people in this city changed because of you?" He asked him.

"Not…really, no." Peter honestly said, since he was always busy saving people or doing homework at Beacon.

"Because of you, people, both humans and Faunus, are becoming friendlier to one another, helping each other out whenever one of us are in a jam." Ben told him. "Now a long time ago, that probably would never happen, but because of you, risking your life to save humans and faunus every day, people you don't even know, has shown that there is a hero in all of us, no matter who we are. You, Peter, have given us hope. You ARE needed. You are a leading example of how we, as people, should operate, day in and day out. And if you quit being Spider-Man, that hope will just die, and the world will return to how it was before you arrived." He explained to Peter.

"But, I already quit being Spider-Man." Peter told him.

"That's not true." May Burnside said. "If you did quit being a hero, then why did you save both me and Ben here from that mugger not too long ago?" She asked him with a smile, with Peter not knowing how to answer her question.

"It's because you have this amazing power, an amazing gift that no one else has." Ben answers for him. "And instead of using that gift for selfish needs, you decided to use it to help people because you knew, deep down in your heart, it was the right thing to do, because with great power comes great responsibility." He said to Peter, using the five words that Peter's Uncle Ben used to tell him so much before he died, finally making him remember why he does the things he does as Spider-Man.

Peter's eyes start to swell up with tears but immediately wipes them off with his arm, before looking back at both Ben and May Burnside with a huge smile on his face. "Thank you. You have no idea how much that helped." He said to him.

Ben chuckled with a smile as he hugs Peter. "Anytime, Peter. We're just happy to help each other out."

Peter let's go of the hug and stands up from the couch. "I should probably get going."

"Your right. Your friends need you, Peter. You should check on them." Ben said.

"I will. Tomorrow." Peter said.

"If you don't mind, Peter, can I make you some cookies for tomorrow to give to you and your friends?" May asked him.

"That would be great. I'm sure one of my friends would be extra happy to have some of them." Peter said, referring to Ruby as she loves cookies like no one else.

"That would be great. I'll have them ready when you come back tomorrow morning, okay?" May asked with a smile.

"Okay." Peter responded with a smile.

* * *

 **Out in the docks**

Peter is standing next to the docks at night, looking at the big ocean in front of him. "At last, it's all crystal clear to me once more, and have the Burnsides, and my friends to thank for this." Peter said. "I AM needed in this city, in this world, in any world, and because of that, I can NEVER renounce my Spider-Man identity! I can NEVER fail to use the powers which a mysterious destiny has seen fit to give me! No matter how unbearable the burden may be…no matter how great my personal sacrifice…I can never permit one innocent being to come to harm because Spider-Man failed to act…And I swear that I never will!" He said to himself confidently that he is needed no matter what.

* * *

 **Back at the Burnside House**

"Man, what a day." May Burnside said to herself as she is in the kitchen, making dinner for both her and her husband. "I still can't believe that Peter is Spider-Man. That sure was a shocker. But, deep down, I had a feeling he was ever since Spider-Ma first showed up, not too long after I've met Peter." She said before she continues cooking. She takes a quick glance to her right to see that the kitchen window is wide open. "Hm, that's odd. When was this open?" She asked herself, looking out through the window to see if anybody was around before closing it.

Unknowingly to her, someone was around to hear her talking, as a lady in red stands up tall on their house roof.

"So, this was certainly a surprise. Who would've thought that Peter Parker was Spider-Man this entire time?" Cinder said while looking at the broken moon. "Even I was starting to have my doubts, but it all makes sense now. Hmm." She said to herself before smiling. "This is most interesting indeed. I'm probably the only one who knows who Spider-Man is. I don't think even Osborn knows about his identity, or does he?" She thinks to herself before getting a call from Emerald.

 _"_ _Cinder, have you found anything about Parker yet?"_ Emerald asked her through the Scroll.

"No. I haven't found anything about Parker yet." Cinder lied, as evident with her smile. "I'll stop my search for tonight."

 _"_ _Okay, get back soon."_ Emerald said before hanging up.

Cinder puts away her Scroll, still with her evilish smile on her face. "Don't worry, Peter. Your secret is safe with me. I promise." She said as her eyes start to glow.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Peter: Hi, I'm Peter Parker. Hey girls, have you missed me?**

 **Ruby: PETER! We were so worried about you!**

 **Weiss: Glad to see you are in one piece. Don't make us worry like that again, okay?**

 **Peter: Sure thing, Ice Queen.**

 **Yang: So, Pete, ready for the Beacon Dance this weekend?**

 **Peter: Wait? The Beacon Dance is this weekend?! But I haven't even bought a suit yet!**

 **Blake: Don't worry, we got you covered. Although, this suit might be not what you expect.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Team RWBYP Reassembled_**

 **Peter: So the fate of the multiverse rest in my shoulders. That's great.**

* * *

 **KFX here: Next chapter, the team reassembles and Peter gets a new suit. What is this new suit and what will it look like? Can't say now, but it is a** ** _homecoming_** **gift for Peter. I'll leave it at that.**


	48. Vol 2 Issue 14: Team RWBYP Reassembled

_Vol 2 Issue 14: Team RWBYP Reassembled_

 **Beacon Academy, One day before the Beacon Dance**

A glum Ruby is resting her head on her hand and staring into the distance before she's startled by someone slamming their palms on the table she's at.

"I need you to pick a tablecloth." Weiss said with a smile while sliding two squares over to Ruby, with both looking similar to one another.

"Aren't they both the same?" Ruby asked with a confused look on her face.

Weiss sighed in frustration. "I don't even know why I asked!"

Weiss walks out of the scene as Yang comes in carrying a massive sound speaker on her shoulder, which bounces her sister and the table she's moping on again to jump in the air when she drops it on the ground.

Yang brushes her hands as she approaches Ruby. "So, have you picked out a dress yet?" She asked her little sister.

"What's the point? Who cares about the dance if Peter isn't here yet?" Ruby asked since it has been days since the team has talked to Madame Web about Peter's history.

"Well, Madame Web did say it will take Peter until the last minute to get everything in order for himself." Yang answered her, confident that Peter will show up to the dance tomorrow. She looks over to Weiss and is exasperated at what she's doing. "Weiss! I thought we agreed: No doilies!" She said to her.

"If I don't get doilies, you don't get fog machines!" Weiss said as she walks up to Yang, pointing at her face. The girls are interrupted by the sound of doors opening.

"Your dance is gonna have fog machines?" Neptune asked as he and Sun walk into the room.

"We were thinking about it…" Weiss replied while acting sweet to Neptune.

"That's pretty cool." Neptune said.

"You ladies all excited for dress-up?" Sun asked the girls.

"Pfft…Yeah, right!" Ruby said.

"Laugh all you want. I'll be turning heads tomorrow night!" Yang said.

"What are you two wearing?" Weiss asked Sun and Neptune.

"Uuhhh…this?" Sun said, gesturing to his shirtless outfit.

Neptune steps up and holds a hand in front of his friend's face. "Ignore him for he knows not what he says." He said.

Sun knocks Neptune's hand away. "Hey, I may have moved to Mistral, but I grew up in Vacuo. It's not exactly a shirt-and-tie kind of place." He said.

"Yeah, we noticed." Yang said, mirroring Ruby's and Weiss' looks of being told something extremely obvious.

"It's nice to know you girls are a lot livelier since last week." Sun said, remembering how depressed Team RWBY was last week. "Sooo…where's Blake anyway? Is she still being all, y'know…Blake-y?" He asked.

"Obviously." Weiss answered while crossing her arms.

"Ignore her." Ruby said to Sun. "Blake is in the library finishing up some homework since we were all…distracted last week." She said.

"Make sense. What about Peter? Do you think he might show up after being absent for almost two weeks now?" Sun asked the team.

"He's coming. I'm sure of it." Weiss replied.

"Trust us. Knowing Peter as well as we do, he'll be at the dance tomorrow." Yang said. "Right, Ruby?" She turned to her sister.

Ruby's glum look turns to a happy face. "Right!" She answered with a smile.

* * *

 **Beacon Library**

Blake is sitting at one of the library tables with a holographic screen in front of her, trying to finish up all of the homework she didn't finish up from last week. While focusing on her screen, she sees a small, bright red light appearing on it. Moving up and down, Blake's eyes follow it down to her hand, then disappears entirely. She looks behind herself, obviously irritated, but no one walking among the tables is her culprit.

Turning back to her computer, she starts typing on the beeping keyboard before the laser dot appears on her hand briefly, prompting her to look around again and still find no one. The red point shows up on the screen, moving around in circles until Blake scowls and pounds her fists on the table. She stands up from her chair and finds the light on the floor, following it blindly through shelves of books until both the dot and its pursuer turn the corner, only for Blake to bump, shocked and shaken out of her more "animal" instincts, into an old friend...

 **BGM- Dragon ball Kai 2014 OST - Effective Attack**

"Yo! Felicia! How'd you been?" Blake looks in front of her to see Peter holding the laser pointer in his hand.

"Peter…" Blake said almost speechless, surprised to see her friend/partner right in front of her.

"Sup! Did I miss anything?" Peter asked with a smile.

Blake stands there motionless, trying to find something to say. Her eyes start to get filled with tears as she immediately hugs her friend, trying her best not to cry. Peter hugs her right back, knowing that she, and the rest of his team, were worried about him.

"Peter! I'm so glad your back! We were so worried about you!" Blake said as she starts to cry.

"Yeah, sorry about that. But it's okay now, so you can stop the waterworks." Peter said to calm her down.

 **BGM Ends**

Blake let's go of Peter and wipes away the remaining tears from her eyes. "Well, I'm glad you're back, but what about your other life? Have you completely abandoned it all together?" She asked him, referring to his life as Spider-Man.

Peter shakes his head. "No. I was thinking about it, but I realized that if I did abandon that life, who else will be there to protect my friends, or the people of this city? That's why I'm not quitting. Not unless there's another arachnid hero out there that I wasn't aware of." He said with a smile, making Blake smile too to see that he's back to his happy, go-lucky self again. "Anyways, where are the other girls? I want to see them again."

"I can take you to them if you want." Blake said.

"No. How about you to tell them to meet me at the usual spot?" Peter asked her.

"What usual spot?" Blake asked him confused.

"You know the place where I do my work and other stuff?" Peter said, giving her a hint.

Blake thinks about it for a second before realizing what he means. "Oh, that place. Okay, we'll meet you there." She said with a smile.

"Great. Thanks, Cat." Peter said with a smile.

* * *

 **Beacon Courtyard**

Ruby, carrying a suitcase, Blake, Weiss, and Yang are running through the courtyard to go meet with their long, lost friend at the Science Lab.

"Oh man, oh man! I can't believe it he's back!" Ruby happily said while struggling to carry the mysterious suitcase.

"You sure you saw him just now?" Weiss asked Blake as they continue running.

"I'm positive it was him!" Blake answered her.

"Man, I can't wait to see Peter again! I hope he didn't dump me or else I will be angry!" Yang said as they approached the Science Lab.

 **BGM- Dragon Ball Super OST- Team Dragon's Theme**

Ruby opens the door with one her hands as she uses the other hand to hold the suitcase. As the door open, all the girls, except for Blake of course, are completely shocked to see Peter standing behind the counter he does most of his work on as he notices the girls at the door.

"Hey everyone!" Peter happily waved at them. "I brought some cookies for the whole gang if you want any." He said so causally, holding up the freshly baked cookies in a box that Mrs. Burnside made for him this morning before he came back to Beacon.

Ruby stares at Peter long enough for her eyes to start swelling up with tears. "PETER!" She immediately ran up to Peter at full speed, almost making him drop the cookies to the floor as she starts hugging him while crying.

"Hey, how's my favorite inter-dimensional little sis doing?" Peter asked her while putting down the cookies on the counter.

Ruby's watery face meets with Peter's calm and smiling face. "Fine." She said with a sniff.

"Heh!" Peter ruffles up her hair as he usually does, causing her to giggle. "Miss ya, Rubes. Hope you've giving Weiss a hard time while I was gone." He said to her as she lets out a big smile to him.

"Very funny, Peter." Weiss said as she walks up to the boy.

"I see you still can't take a joke, Ice Queen." Peter told her.

"You know, just this once, I'll let it slide." Weiss said with a smile before tears start falling from her eyes. She runs up to Peter and hugs him while trying not to cry.

"Good to see you again, Weiss." Peter said to her as he hugs her back.

"Same here." She responds as she lets go of him.

Peter turns his head to see Yang standing right next to him. "Hey." He simply said to her.

"Hey." Yang simply responded back.

Peter takes a look at her right arm, which has completely healed after the battle with the Goblin. "I see your arm has healed." He said to her.

Yang takes a look at her arm before waving it around to show that it's working just find. "Yeah, well, I'm a fast healer." She told him with a smile.

"Just to be clear, we're still a 'thing', right?" Peter asked her. "I didn't dump you, and you didn't dump me?"

"Well, if you did dump me, I wouldn't rest until I found you and knock you out to the next kingdom." She joked.

Peter nervously laughed as he rubs the back of his head. "It's a good thing I didn't then." He said causing Yang to chuckle.

"Yeah." She said before walking up to Peter and hugging him, with a single tear dropping from her eyes. "Nice to see you again, Pete." She said to him.

"Same." Peter responded as he lets her go.

 **BGM Ends**

"It really is so good to see you girls again." Peter said as he turns to the girls. "I know you girls must have had it rough for the past two weeks because of me, you know, with me being Spider-Man and almost quitting that part of my life, so is there any way for me to make it up to you all?" He asked them.

"Well…you brought these cookies for us…that makes it all better." Ruby said in-between bites of the cookies Peter brought for them. "Dang! These cookies are amazing!" She said, causing Peter to smile at her happy response.

"Well, if you have the time, I would like to hear some of your adventures back on Earth, like how different that world is from Remnant." Weiss said.

"Same thing as Weiss just said." Blake said, also interested in what Earth is like.

"You can make it up if you go to the Beacon Dance with me." Yang said to Peter.

"The Beacon Dance? When is that again?" Peter asked, since he was so busy with his Goblin problem that he sort of forgot about that.

"Tomorrow." Yang simply answered.

"TOMORROW?!" Peter shouted with a surprise look on his face, almost causing Ruby to choke on her cookies from his sudden outburst. "I TOTALLY FORGOT ABOUT IT! I was so distracted about the Goblin being here that I totally forgot about it!" He said before lowering his head in shame. "And I haven't even bought a dress yet."

"Yup. You are definitely Peter Parker. Always forgetting about something until the last minute." Weiss said with a smirk on her face.

"Shut up." Peter told her.

"Don't worry, Pete. We got you covered." Ruby said as she picks up the suitcase she brought with her, giving it to Peter.

"Is it a suit for the dance? It better not purple. I don't want to go in looking like some kind of joker." Peter asked as he holds the suitcase.

"But you already are a joker." Weiss told him.

"A bad one at that." Blake said with a smile, causing all the girls to laugh at Peter's expense.

"I see your comedy has improved since I was gone." Peter said to her with a glare.

"Just open it. I'm sure you're going to like it." Yang told him with a smile.

Peter sets down the suitcase on a table and opens it up, revealing some small holograms on the side of the suitcase while in the middle is a brand-new Spider-Man costume ready for him to use. (Costume is based on the one he wore in Spider-Man: Homecoming)

"W-What is this…" Peter said, almost speechless at his new costume.

"Like it? It's your homecoming gift." Ruby said to him as she and the girls approached the boy. "When Osborn gave us your torn up costume, we thought we made you a new one." She said as Peter holds up the costume in his hands. "Me and the girls have been thinking for hours on what your new costume should look like until we decided with this one."

"Really?" Peter asked her.

"Yeah! We had a bunch of ideas on what your new costume should look like. I was going to give you a hood, like mine." Ruby said while touching her hood.

"I was planning on making the spider emblem on your chest bigger and making it white." Weiss said.

"I wanted to give the costume a black-and-white design." Blake said.

"And I wanted to give it a web cape." Yang said.

"A cape? That sounds totally impractical." Peter told her.

"See? Told ya he wouldn't like it." Weiss told her.

"Okay, okay. I get it" Yang said.

"C'mon, Pete. Try it on!" Ruby urged him.

"Alright, alright." Peter said to her.

* * *

 **A few minutes later…**

The girls are eating the cookies that Peter brought for them until he walks back into the room, wearing his new Spider-Man costume while holding his mask in his hands.

"So, what do you think?" Peter asked them on their opinion on his new look.

"Amazing!" Yang shouted with a smile.

"Put on the mask! Put on the mask!" Ruby excitedly urged him to do.

Peter puts on his mask, and the moment he did so, his eye lenses, arm bands, shoulder bands, pretty much all the very thick black lines on his suit light up with a light blue color. "Whoa!" He said as a heads-up display appear in his eye lenses. "This is some high tech stuff! Did you girls did this?" He asked them.

"Nope." Weiss answered the hero. "After we designed your suit, I went and got in contact with General Ironwood to make the suit for you, along with getting help from the top minds from my company to help him out. I was a bit surprised that he already knew you were Spider-Man when I talked with him though." She said to Peter.

"Yeah, he sort of figured it out when I first met him at Atlas." Peter said while rubbing the back of his head in embarrassment.

"Anyways, this suit your wearing is without a doubt, the best thing my company and the military has worked on in a long time, putting in a lot of hours to build it." Weiss informed Peter.

"Really? What did they put in this suit?" Peter asked her.

"Pretty much everything you put into your original suit and a TON more." Ruby answered for Weiss.

"I'm sure you've noticed by now the HUD embedded in your eye lenses. They not only have a built in communication system, they also allow you to see in different spectrums, so you not only have a built in night vision, you also have X-Ray vision, and an infrared scanner as well." Weiss informed Peter.

"Cool!" Peter said as he loads up J.A.R.V.I.S. into his new HUD from his Webware.

 _"_ _Good morning, sir."_ The AI spoke up.

"Your web shooters have also been upgraded as well. Allowing up to 576 possible webbing combinations." Blake informed him, catching him by surprise from that statement.

"576?! They've really overdid it, did they?" Peter said.

"Some examples are a web grenade, splitter web, ricochet web, and non-lethal explosive webbing." Weiss informed him.

"I thought about that last one!" Yang said since she thought of Peter having explosive webbing.

"You can even make a scythe out of your webbing too!" Ruby excitedly said.

"Really?!" Peter asked before shooting out a web that immediately creates a scythe, making him whistle in amazement.

"And with the addition of your taser webbing, you can also shoot out Micro Coiled Z-Metal, allowing you to overcharge, short circuit, or absorb energy from various types of technology." Weiss said to him.

"Micro Coiled Z-Metal sounds like a mouth full. From now on, I'm gonna call them 'Bug-zappers.'" Peter said.

"Bug Zappers?" Blake tilted her head in confusion from that name.

"I like that name!" Yang said.

"Me too!" Ruby excitedly agreed with her, causing Blake to just sigh.

"The suit also enhances your current strength and your durability by 10x." Weiss continued to tell Peter about the other features his suit has now.

"How did they pull that off?" Peter asked her.

"My company and the military created a new type of highly endurant fabric, using a combination of liquefied Dust and some new metal that the military found from some island last week." She told him.

"Island? Probably the island base that Goblin was hiding in the last time I checked." Peter said, remembering how he and his mysterious partner infiltrated the island to learn more about Goblin's plans for the world. "This new metal you're speaking of is probably from my world."

"How do you know?" Blake asked him.

"When I infiltrated Goblin's island and hacked into his systems, I found out he created a Dimensional Transporter that allows him to travel dimensions. He used it to travel back to my world and collect some of the strongest metal there is back there: Vibranium, Adamantium, Carbonadium. These metals are virtually indestructible, that even some of Earth's strongest heroes like the Hulk and Thor can't do much against it. You have to have INSANE godlike powers to destroy it." Peter explained to his team.

"Like what?" Yang asked him.

"The infinity gauntlet." Peter answered her.

"The what?" Ruby asked in confusion.

"A gauntlet to hold six, powerful infinity stones." Peter answered her. "One time a mad titan named Thanos collected them all and used it to destroy half the universe, and also killed me and some of the other heroes before it was all undone." He said so causally, with the girls just looking at him with their jaws dropped from the massive bombshell he just told them.

"Eh…" Ruby said, having trouble comprehending that he and half the universe died and was brought back to life.

"Your universe is weird." Weiss told him, with her eyes still widen in shock.

"Yeah, I know. Anyways, back on topic, how did Ironwood get this metal again?" Peter asked them to get back on track.

"Oh, uh, he got it from these weird looking robots." Weiss takes out her Scroll and shows Peter pictures of some Ultron sentries.

"Ah, the Ultron bots, should've guess it." Peter said.

"What's an Ultron?" Yang asked him.

"A sentient robot that tried to kill all of humanity a couple of times and replace them with robots." He responded, making them speechless again.

"Please tell your kidding?" Weiss asked him.

"No." Peter said, causing her to sigh.

"Again, your universe is too weird." She said.

"So, what metal was used to combine with the Dust?" Peter asked as he moves around his hands.

 _"_ _My scans indicated it's a combination of both Vibranium and Adamantium, making it very flexible, having the ability to absorb kinetic energy, while also making it very durable."_ J.A.R.V.I.S. informed Peter.

"Whoa! That's insane! I doubt even Goblin could hurt me now, I think!" Peter said, unsure if Goblin could beat him, even though he has insane amounts of power in his grasp. "And to think, this was all for me."

"Well, we have to pay you back somehow after saving our skins multiple times." Yang told him with a smirk.

"And besides, against someone like the Goblin, you'll need all these upgrades if we want to beat him." Blake told him.

"I guess so." Peter said before he sighs and takes off his mask. "Thanks girls. This means a lot to me."

The girls smile. "Well, we're friends, and friends have to help out one another." Ruby said as she walks up to the spider-hero.

"Especially one that has went through so much." Blake said frowning, causing everyone else to frown as they know what she's talking about.

"Yeah…" Peter frowns and lowers his head in sadness. "I still can't get over the fact that Aunt May is gone." He said as he closes his eyes.

 _'_ _Who in the world said that?'_ A voice asked them, with all five of them recognizing the voice.

"Is that Madame Web?" Ruby asked.

"You girls know who Madame Web is?" Peter asked her, never remembering telling them about her.

"Of course…" Madame Web appears in her chair from across the lab to meet the children. "I know you'll never tell them."

"Oh yeah? What makes you so sure?" Peter asked her while crossing his arms.

"Well, you always did have a problem talking to girls." Madame Web told him.

"Hey! I've gotten better…sort of." Peter said before rubbing his head. He can also hear the girls giggling behind his back. "Anyways Madame Web, I'm sorry how I acted last time. I wasn't in the right of mind." He apologized to her.

"That's okay, Peter. I forgive you." She quickly accepts the apology. "Now, I ask you again: Who told you that your Aunt was killed?" She asked the team.

"Goblin did." Ruby answered her.

"And what makes you think anything that crazy, madman says is believable?" She asked the group, causing them to go silent for a minute.

"Uh…" Peter raises his finger to respond, but can't think of a good answer.

"She does have a point." Blake told the group.

"So, you're saying there's a chance that my Aunt could be alive?" Peter asked Madame Web.

"Possibly." She answered him. "Remember, Peter. This is an enemy that would do anything to mess with your head, torment you in ways you couldn't imagine. It's like I keep telling you, as long as you have faith that she's alive, she will be." She said.

"But, what about this watch?" Peter takes out the watch he bought for his aunt. "I remember buying this exact watch for her. It even has the picture of me and her in it as well." He said, opening the watch to reveal a picture of him and Aunt May.

"Again, Peter. This is the Goblin we're talking about. He would go through great lengths to mess with you, even as far as replicating that exact same watch and picture." Madame Web said to him. "Remember, this is the same man that cloned you and made you have an identity crisis."

"Ugh, don't remind me of that nightmare." Peter groaned as he remembers how terrible the clone saga was. "So, you're saying that Aunt May could have been cloned?"

"Probably." She said with a smile.

"A simple yes or no would be better." Peter said.

"Is she always like this?" Yang asked her boyfriend.

"As far as I know, yes." He answered her.

 **BGM- Sonic Adventure 2 OST- Strategy**

"Anyways, we have more important matters at hand now." Madame Web said to get their full attention. "Now that Goblin has unlocked his Demonic Aura, combined with the ISO-8 and his OZ Formula, his power affects all of reality itself. Putting our entire existence at risk."

"Now, there's the understatement of the year." Peter said while crossing his arms.

"If we don't act now, I'm afraid that not only all of reality will be under Goblin's control, there is a high probability that reality itself will be destroyed during the process." Madame Web continued.

"No, wait. There is the understatement of the year." Peter said while acting very calm about the situation since, back on Earth, he and the other heroes tend to deal with this kind of stuff almost on a daily basis. The rest of his teammates however, are not acting so calmly about the situation.

"WHAT?!" The girls shouted so loud that they hurt Peter's ears.

"You're saying that our reality is at the brink of destruction?!" Weiss frantically asked Madame Web.

"Yes. With Goblin's crazy mind, as well as the insane power he now holds, it is possible that he will lose control and destroy us all." Madame Web answered her.

"So, how in the world can we beat him!?" Blake asked her.

"Only Peter holds the key to our survival." Madame Web said while pointing at Peter.

"I'm pretty sure I left my reality-saving keys back on Earth." Peter told her.

"She means you yourself, you dunce." Weiss told him with an annoyed look on her face.

"Oooooohhh, but how in the world do you expect me, expect us, to beat an immortal godlike Goblin?" Peter asked her.

"Even though Goblin is immortal, that doesn't mean he can't get tired. As long as you keep the offensive, you will prevail." Madame Web answered him.

"And how do you expect us to beat him with all that insane power he has?" Yang asked her while she too crosses her arms in annoyance.

"I'm sure you'll find a way." Madame Web said with a smile.

"Uh, great. It was because of me that Goblin got the idea of traveling through dimensions to even think of doing something this crazy." Peter said, feeling guilty.

"To be fair, Parker, Goblin was planning on doing this back on Earth anyways: Affecting the world with his OZ formula and then figure out about dimensional travel thanks to Doc Ock and what he did before with the ISO-8. Sooner or later, Goblin was planning on doing this to all dimensions." Madame Web said to Peter.

"Still, I wished it was back on Earth. Didn't want other worlds like this one to get involved." Peter said, still feeling guilty, until Ruby comes up and comforts him.

"Well, it doesn't matter what happened before. Now we have to focus on the future and take down Goblin." She told Peter.

"I guess you're right. What's the worst that can happen?" Peter asked.

"Oh, I don't know: How about our entire universe on the path of destruction?" Weiss shouted at Peter, annoyed that he doesn't seem to take this too seriously.

"You really need to cool down, Snow Queen. Trust me, we'll be fine. This kind of stuff happens to me all the time." Peter told her.

"Ugh, I hope your right." Weiss said, still a bit nervous that their entire reality could get destroyed.

 **BGM Ends**

"Anyways, Peter, before I go, I believe there are people who've been meaning to meet with you." Madame Web told the spider-hero.

"Who?" Peter asked her, not knowing who she's talking about.

Madame Web chuckled herself as she smiles and snaps her fingers, and in a split second, Team JNPR appears in the lab.

"What the?! Where are we?" Jaune asked as he looks around. He spots Peter in front of him, without his mask and in his new costume, waving nervously at him. "Peter! You're okay! And in a Spider-Man costume…" He said as the rest of Team JNPR stare at him shocked.

"I'll see you later, Spider-Man." Madame Web said before disappearing.

"Did that old lady just called you Spider-Man?" Pyrrha asked him as her eyes widen.

Peter groans, knowing how this wasn't the way he wanted to reveal his secret to Team JNPR. _"Sir, I believe there is a robbery taking place at Vale right now."_ J.A.R.V.I.S. told the boy.

"Really?! Oh what a relief!" Peter puts on his mask and heads towards the door as he passes by the rest of his teammates. "Can you explain this to them, please? Thanks!" He said urgently before running out the door.

"Peter! Wait!" Ruby calls out to him but it was no use.

"You girls knew Peter was Spider-Man this entire time?" Ren asked the girls.

"I knew it!" Nora said, thinking she expected this to happen.

Team RWBY laughs nerviously at their friends, wondering how they should start explaining Peter's secret to them.

* * *

 **City of Vale**

 **BGM- Dragon ball Kai 2014 OST - Theme of Piccolo**

"C'mon! C'mon! Let's go! One White Fang goon said to the other two as they steal some Dust from a local shop.

"Don't worry, buddy! Without Spider-Man, we have nothing to worry about!" The second goon spoke up with a smile.

"I beg to differ!" Spider-Man lands in front of the three goons that we're stealing some Dust.

"Spider-Man?!" The third lady goon shouted, surprise that Spider-Man is still around.

"I'm not just Spider-Man!" He said as his suit lights up, using his splitter web to fire two strands of webbing from one web shooter, bringing them closer to him. "I'm the all-new…" He said, kicking the two goons to the ground. "…all-different…" He continued, punching the lady on her mask, knocking her down. "Spider-Man!" He shoots a web grenade at one of the hidden White Fang goons on a nearby rooftop thanks to his Spider-Sense, with webbing spraying around the goon.

"WOO-HOO! SPIDER-MAN! HE'S BACK!" The nearby civilians shouted, extremely happy that their hero is back in action, better than ever.

Spidey waves at the citizens before web-swinging to the nearest rooftop. "Man, did I miss this!" He said as he lands on a rooftop. "This new suit feels incredible, and have the world to thank for that! Now it's time I pay them back by retaking this city, stopping Goblin, and getting a prom suit for the dance tomorrow!" He said to himself, shooting out a web line to the nearest building and starts swinging again. "I LOVE BEING SPIDER-MAN!" He happily said, finally accepting and embracing that this world, every world, needs a Spider-Man, and he is happy to be the most important one of them all.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Peter: Hi, I'm Peter Parker. So, what do you think? Don't I look amazing?**

 **Yang: Great! Spectacular even!**

 **Ruby: You two like saying that don't you?**

 **Peter: Well don't you look glum. Come on, Ruby. This is a dance. Have fun.**

 **Ruby: I rather fight the White Fang or Goblin, thank you. In fact, I see something at the CCT tower that looks interesting at the moment.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Unexpected Infiltration_**

 **Cinder: Hmm, that's odd. What are these weird symbols on the computer?**

* * *

 **KFX here: Yes, I gave Peter's new suit a massive upgrade using the Vibranium, Dust and Adamantium, effectively making him OP, but it's understandable since Goblin has Godlike powers now. Oh, and don't worry, I haven't forgotten about the Iron Spider Suit. That will come into play when the team heads to Mt. Glenn, and I have too given it some massive upgrades. Tell me, has any of you played Megaman Battle Network 2 or 3, and remember a certain feature I mentioned back in the issue when Spidey and Blake took down MACH-X? Hope so, because that feature will be useful in the later chapters.**


	49. Vol 2 Issue 15: Unexpected Infiltration

_Vol 2 Issue 15: Unexpected Infiltration_

 **At the underground of Mountain Glenn**

The Goblin Nation are currently getting everything in their underground base in order, ranging from Goblin soldiers organizing some boxes and R.H.I.N.O. armor suits to Goblin Guards and Ultron Bots handling some bombs for some unknown reason. Norman Osborn is standing on top of one of the trains until Roman Torchwick, now known as the Goblin Knight, flies and land behind his master, kneeling.

"What do you want, Torchwick?" Norman asked his Knight without turning around to face him.

"I'm here to inform you that Spider-Man has been spotted in the city again, taking down more of our hypnotized army, as well as a few White Fang members that haven't been infected yet." Torchwick informs him while still kneeling behind Osborn.

"Hmm. Had a feeling he would show his face again. That boy doesn't seem to know when to truly quit." Osborn said, not surprised about Spider-Man's return. "Ah well, it doesn't matter. His disappearance did give me enough time to rebuild my Dimensional Transporter, now using the Vibranium I stole from my world. Now no one can stop my eventual conquest, no matter how hard they try." He said before turning his body to face his Goblin Knight. "By the way, Torchwick, how is your new power? The one you developed after getting infected by the ISO-OZ formula?" He asked his slave.

Torchwick smirks as he stands up to face his master. "Works like a charm. Although I did accidently kill a few of our men when testing it out though." He told Osborn with a smile. "I can't WAIT to test it out on those troublesome kids, especially Spider-Man." He said with a small laugh.

"You'll have your chance to fight the Spider. Just make sure you don't fail unless you want to test my wrath." Osborn warned his lackey.

"By the way, how about that other guy you once told me about? The fighter from the other dimension? How's he doing?" Torchwick asked his master.

"You mean Akuma?" Osborn asked him, with Roman nodding in response. "Don't worry. Akuma's fine. Ever since our battle, I infected him with my ISO-OZ formula, making him another one of my slaves, as well as being my strongest lieutenant. Right now, he's training on some other island in the world, and he'll come when he is needed."

"This 'Akuma' character really likes to waste time flexing his muscles, don't he?" Torchwick asked him.

"Yes he does, and with the ISO-OZ formula, he is almost as strong as me. Keyword: ALMOST." Osborn said to get his point across that Akuma is still no match for him, even with his new power. "I will say, when I injected the ISO-OZ formula into him, it had an interesting effect on him as his body was taking a different form, a bit different from the norm." He said.

"Why is that, exactly?" Torchwick asked him.

Osborn puts his hand under his chin to think. "I theorize it might have to do with his Satsui No Hado of his. Combining it with the ISO-OZ formula must have overtaken him and given him a new form. I'm still looking into it, but one thing is for certain, he is, and always will be, under my control, no matter what." He said to Torchwick before walking away from his henchman.

"Osborn, may I ask, where are you going?" Torchwick asked his master.

"There's something that I want to investigate in this mountainous area, something that I have been doing some research on and from what I learned from Cinder's plan thanks to MACH-X." Osborn answered him as he continues walking away. "If I'm right, whatever is in this mountain, will make taking over the dimensions a lot easier for me…" He said before stopping and turning his head to Torchwick with a devious smile. "And to piss off Cinder even more. I can't wait to see the look on her face when her plans fall apart without her knowing about it." He said to him.

"Then, what about the Spider?" Torchwick asked him, worried that Spider-Man might interfere. "Aren't you worried that he might show up?"

"Please, Torchwick. We're outside the city and it's getting late. I doubt the Spider has time to interfere when he has no idea where I am now. Besides, I hear he's going to be busy tonight." Osborn answered him.

"Busy? With what?" Torchwick asked as Osborn continues walking away.

"A dance." Norman simply replied as he vanishes from sight.

* * *

 **That night at Beacon Academy**

 ** _"Little Spider…Little man…Little Avatar of the Great Weaver…Doesn't understand."_** A random voice said, talking to Peter in his dreams. **_"NEVER understood. What you WERE. What you ARE. What you are BECOMING."_** The voice continues to tell him crypt stuff. **_"You were Bitten. The venom was INSIDE you. The SPIDER was INSIDE you. But YOU couldn't FACE that…couldn't ACCEPT that…And what do we do with those parts of us we cannot face, cannot accept?"_** The random voice continued talking until Peter hears another voice calling out to him, now sounding a lot more familiar.

"Peter? You there?" Peter opens his eyes to see Blake helping him out to tie his bow, as the two of them are in their dorm, almost done getting dressed so they can attend the Beacon Dance. The hidden Spider hero is wearing a black suit with some red lines and a white vest, as well as a bow. Blake is wearing a short, purple, asymmetrical, halter neck dress that is split up the right side and has a black collar. Translucent black mesh covers her shoulders, decolletage and back, and decorative black swirls cover the left side of the dress and continue up the left strap. The outfit is completed with black pumps.

"Huh, yeah I was. Just dazed off there for a second." Peter answered her.

"Well, hold on. I'm just about done." Blake said as she finishes tying his bow. "There. Finish." She said with a smile as she steps back a bit. "Well, how do you look?" She asked him as Peter looks at himself in a mirror in their dorm.

"I look like a monkey man in a suit." Peter answered as he stares at himself in the mirror.

"No, that would be Sun. You're more of a spider man in a suit. Get it? Spider…man." Blake made an unfunny pun, making Peter groan in disgust.

"That was terrible." Peter commented.

"Coming from you, that's a complement." Blake said with a smirk on her face since Peter's jokes were never funny.

"Ha ha. Funny." Peter said in an unamused tone.

"Thanks. I'm improving." She said, causing Peter to lower his head and groan again.

He looks back up to see that Blake's bow is a bit loose and crooked. "Your bow. It's a bit loose." Peter said as he walks up behind her. "Here. Let me fix it." He offered as he starts fixing her bow to cover her cat ears.

"Peter, you don't have to do this. I could've done it myself." Blake told him.

"Well, I still have to make it up to you girls for my recent absent." Peter said as he finishes tying her bow.

"Peter, no one's mad at you for leaving. We all understood why." Blake said with a smile, although Peter looks a bit depressed, still feeling bad for what they had to go through with the Goblin. Blake takes Peter's hand to get his attention. "Come on, we should head out. Yang will be angry if you show up late, and you don't like it when she's angry." She told him.

Peter smiles. "Blake, I'm friends with the Hulk and his cousin. Compared to them, Yang has nothing on their anger, especially the Hulk." He informed her.

"Still, if you want to live, you should start going unless you want to get slammed to the ground." She told her friend. "And try not to do anything Spider-Man related tonight."

"I'll try my best. And you should go find monkey boy before he takes a banana as his date" He said.

Blake nods and smiles as she heads out the door, with Peter following behind her so he can lock the door. As he does that, he hears that same voice from before, the one that was talking to him a few minutes ago. **_"It is time. You have been ignoring us for so long. Accept us, Parker. Accept who WE are. Accept who YOU are. Embrace THE OTHER, unless you aren't WORTHY of our power."_** The voice tells him. Peter looks around his dorm, wondering where that random voice is coming from but finds nothing. The boy simply shrugs and closes the door to his dorm, not noticing that a couple of small spiders on the corner of his room were watching him before they disappear to the air.

* * *

In a large ballroom, filled with decorations and a large collection of flowers, Yang, in a short white dress with black heels as she stands at a podium. The doors in front of her open and she flips out upon seeing who walks in. "Ooohh, you look beautiful!" Yang happily expressed as she sees her sister walking in, along with Peter walking next to her.

Ruby groans as she looks distressed in her red dress with black lace, belt, and pumps. "Can we have a serious talk about how Weiss fights in these?" She asked as she tries to maintain her balance.

"I ask myself that exact question whenever I see girls fight in those." Peter said as Ruby struggles to walk to the podium, much to her laughing sister's amusement.

* * *

Meanwhile outside, Sun is seen walking around and wearing a new black jacket (closed up) with a white tie hung around his neck, which he proceeds to fight with before going inside.

"Stupid…dumb…neck trap!" Sun said as he stops to fix his tie.

"I knew you'd look better in a tie." Blake said from the distance to get Sun's attention. The monkey faunus stops his struggling and stares at the dark purple dress and bright blue bow worn by Blake, now looking like she traded her dark bags for violet eyeshadow, as she steps forward and takes him by the arm.

"Sooo, does this mean we're going…together?" Sun asked her as they walk to the ballroom.

"Technically, though my first dance is spoken for." Blake replied.

* * *

Inside the ballroom, streamers are hung through glass chandeliers, pink and blue balloons are everywhere, and students in dark suits and bright dresses are stepping with each other to the music between the white-clothed tables. Blake is spun around by Yang before they curtsey to one another, and Sun comes up and takes his date's hands as Yang gestures for him to do so. She goes to hang with Ruby, Peter and Weiss (in a similar white dress as Yang's) in the back of the room, watching Blake laugh and enjoy herself before smiling at her team.

"Aw, look at our little cat, dancing with a monkey." Peter said as he observes them dancing.

"You know, that sounds really weird when you say it like that." Weiss told him as she turns her head to him.

"Hey, it's less weird when it's a spider and a cat." Peter replied, remembering his adventures with Black Cat back on Earth and the constant flittering the two do to each other, mostly Black Cat.

"Sooo, what do we do now?" Ruby asked her fellow teammates.

"Just have fun! C'mon, Pete!" Yang said as she grabs Peter's hand. "We're gonna check the remaining guests before we have fun, alright?" She asked him.

"Sure, but let me get some punch first." Peter said as he goes to get some punch, with Yang walking back to the podium, with Weiss going the opposite direction, leaving Ruby all by her lonesome.

"Does that mean I can change out of these stupid things and into my hood now?" Ruby shouted at Yang, but gets no answer. "Stupid lady stilts!" She said while waddling around in her painful footwear.

"Not enjoying yourself?" Ozpin asked Ruby, who is surprised to see her headmaster next to her.

Ruby shakes her head and laughs. "Oh, no, everything's fine! I'm just not much of a fancy pantsy…dancey girl." She said to him.

"Well, you can't spend your whole life on the battlefield, even if you may want to." Ozpin told her.

"Yeah, that lesson's been floating around a lot lately." Ruby said in an annoyed tone while crossing her arms.

"If you think about it, fighting and dancing aren't so different. Two partners interlocked, although one wrong move on the ballroom merely leads to a swollen foot." Ozpin started explaining to her as he stares at the dancing couples in the room.

"Or a twisted ankle." Ruby said while looking down at her feet.

"It's not every day that friends are able to come together like this. Time has a way of testing our bonds, but it's nights like these that can help keep them stronger than ever. Nights like these are ones we'll never forget." Ozpin finished explaining to her, with Ruby smiling at his words of wisdom. She then turns her head at the sound of the doors opening. Yang is back behind the podium, and smiles at the new arrivals.

"You guys are just in time!" Yang told the newcomers, which so happens to be Mercury and Emerald, as the two step into the ballroom.

"Wouldn't miss it for the world." Mercury said to her.

Peter walks back to the podium as he holds two cups of punch for himself and his date. "Yo, Yang. Got you some punch." He said as he offers her some punch.

"Thanks, Pete." She happily said and accepted the punch.

"So, you're Peter Parker?" Emerald asked the boy, gaining his attention.

"Yeah. Who are you guys?" Peter asked the two.

"The name's Emerald Sustrai, and my partner here is Mercury Black." She said as Mercury waves at Peter.

"Mercury and Emerald? Sounds like a weird tag-team." Peter said to the two.

Emerald sighs. "It is. This guy just likes to give me trouble." She said.

"C'mon. You like me. Don't deny it." Mercury said to tease her, with Emerald giving him an angry look, but he remains unfazed. He then looks back at Peter. "By the way, we heard you are the one who takes pictures of Spider-Man. Might we ask how you do it, and if you have any connections to him?" He asked Peter.

Before Peter could give them some form of answer, Yang puts her hand on his left shoulder. "Sorry, guys, but that's a Parker family secret. C'mon, Pete." She said as she drags Peter by the hand and to the dance floor.

"Hey, be careful with my hand! I told you, I need it to wear hats!" Peter told her as the two leave Emerald and Mercury alone.

"Well, guess we have to try later then." Emerald said to Mercury.

"Still don't see why Cinder wants us to keep a close eye on him. But whatever, orders are orders." Mercury said with a shrug before the two of them head to the dance floor, where random students are schmoozing at the dance floor.

Bartholomew Oobleck is shown to be listening intently as Peter Port laughs over some unheard anecdote. Ozpin is standing off to the side with Glynda until General James Ironwood offers his hand for her to dance with him. Jaune approaches Ruby, who is standing pensively near the refreshments tables.

"I see you're hiding at the punch bowl too." Jaune said to her.

"Yep." Ruby simply replied.

"To the socially awkward." Jaune said, causing Ruby to giggle as they clink their glasses.

"I guess things didn't work out with Weiss." Ruby said to him, aware that Jaune was trying to ask Weiss out to the dance but it didn't work out since she was interested in Neptune.

"Eh, it's fine." Jaune said, not entirely fazed that he didn't go out with Weiss. "Neptune's pretty 'cool.' I get why she went with him."

"What do you mean?" Ruby asked him, confused on what he's talking about.

"Well, come on, not many people can pull off blue hair." Jaune said while drinking from his punch.

"No, I mean, Weiss came to the dance alone." Ruby told him, causing Jaune to choke in surprise.

"Uh, what?" Jaune asked as he turns to Ruby. They turn around to see Weiss trying desperately to coax life out of a wilting white rose. When she fails, she looks visibly upset.

"Yeah, she said that she had too much focus on to worry about boys." Ruby told him. Laughter draws Weiss' attention to Sun, Blake, and Neptune as the latter entertains the others with some impressions and other silly faces. Jaune, shown to be observing as well, becomes visibly perturbed.

"Hold my punch." Jaune said in a low growl. He hands Ruby his glass and no sooner than he vanishes from sight does she choose to drink from his cup. As Jaune makes his way across the room, shoving other students aside he stops short and watches as Pyrrha passes by. He watches her walk glumly up the stairs and seems to have a change of heart.

* * *

Jaune walks up behind Pyrrha as she stands on the balcony. "Hey, Pyrrha." Jaune greeted her as he stops walking.

Pyrrha turns around to face him. "Hello, Jaune."

"You okay? I haven't seen you tonight." Jaune asked her as he approaches his friend.

"Arrived late, I'm afraid." Pyrrha said, turning back to the balcony.

"Well, you look really nice." Jaune complemented her.

Pyrrha raises her hand near her mouth. "Thank you." She said as her hand falls away.

"Your, uh, date isn't going to beat me up for saying that, is he?" Jaune asked her as he nerviously tips on his nose.

"I think you're safe for tonight." Pyrrha replied.

"So, where is the guy?" Jaune asked as he rubs his hand.

Pyrrha turns back toward Jaune, with her head sinking in melancholy. "There is no guy."

"What?" Jaune chuffs nervously.

"Nobody asked me." Pyrrha said, shaking her head glumly.

"But that's…" Jaune gestures towards her. "You're Pyrrha Nikos!" He said with a shrug, dumbfounded. "H-How could nobody ask you?" He asked her.

Pyrrha turns toward the balcony. "I've been blessed with incredible talents and opportunities. I'm constantly surrounded by love and praise, but when you're placed on a pedestal like that for so long, you become separated from the people that put you there in the first place." She said, turning back to Jaune. "Everyone assumes I'm too good for them. That I'm on a level they simply can't attain. It's become impossible to form any sort of meaningful relationship with people. That's what I like about you. You treated me just like anyone else. And thanks to you, I've made friendships that will last a lifetime. I guess, you're the kind of guy I wish I was here with. Someone who just saw me for me." She finished talking to him, giving Jaune a look before walking away while he simply stares in astonishment.

"W-Wai-!" Jaune called out to Pyrrha, who ignores him and turns to a corner. Suddenly, Neptune appears on the balcony, gesturing toward Jaune.

"Hey, uh, Jaune, right?" Neptune asked him.

Jaune sighed. "Yeah."

"This party's pretty lame, huh? I mean, ballroom dancing. Pfft." Neptune told him.

"Yeah." Jaune said again, looking back out over the balcony.

"Cute girls, though, huh?" Neptune asked him, gesturing back to the dance.

Jaune growls as he turns back to Neptune with a gesture. "Is that all you think about?"

"Huh?" Neptune asked confused.

"Do you even care about the girls you're hitting on? How they feel about you?" Jaune asked Neptune, mad that Neptune is simply a one minded guy who only cares about girls.

"Whoa!" Neptune said, throwing his palms up. "Where's this coming from?" He asked Jaune.

"How could you just turn her down like that?" Jaune asked him as he opens his arms wide.

"Wait, h-who?" Neptune asked him, confused on who he's referring to.

"Weiss!" Jaune answered him.

"I, uh…it, uh…it just didn't work out, you know?" Neptune told him.

"What?" Jaune questioned his thinking. "You think that you're too cool, too many other options? Weiss Schnee asked you to the dance. What in the world could possibly keep you from go-."

"I can't dance!" Neptune interrupted him, looking shamefully at the ground.

"Beg your pardon?" Jaune asked him calmly.

"I can't dance, man!" Neptune confessed.

"But…you're so cool!" Jaune said.

"Thank you. I try really, really hard."

"You would rather break a girl's heart and go to a dance alone than just admit to everyone that you can't move in rhythm to music?" Jaune asked him.

"That about sums it up, yeah."

Jaune turns back to the balcony. "Well, I certainly feel a lot better about myself." He said.

"Please don't tell anybody." Neptune said to him while raising his palms. "Look, if you want Weiss, she's all yours. I don't wanna get in your way."

Jaune turns back towards Neptune, placing his palms on the stone banister. "Do you like her?" He asked Neptune.

"Yeah, I mean I don't know her too well yet, but she seems pretty cool."

"Then just go talk to her." Jaune said, trying to help out Neptune. "No pickup lines, no suave moves, just be yourself. I've heard that's the way to go." He said while crossing his arms.

"Yeah, but then-."

"Hey!" Jaune stopped him from talking further. "You don't have to look cool all the time. In all honesty, if you could be a little less cool, I'd really appreciate it." He said to him.

Neptune considers Jaune's advice. "Yeah, okay." He accepted Jaune's help.

"Go talk to her. I guarantee it'll make her night." Jaune said.

"Thanks. You're a really cool guy, Jaune." Neptune said as he approaches Jaune, holding his fist out for a bump.

"Alright, don't lie to my face." Jaune said as the two of them fist pump and Neptune walks away. Jaune then sighed by himself. "All right, only one thing left to do." He said to himself.

* * *

Back in the ballroom dance floor, Peter and Yang currently slow dancing with each other. "You know? I think we really needed this." Yang said to him.

Peter takes a quick look around to see Blake and Sun also slow dancing while Ren and Nora are Waltzing. He also sees Penny dancing alone, guarded by two Atlas Soldiers. The spider hero smiles as he looks back at Yang. "Yeah, and you did a great job planning it too!" He told her.

"Aw, thanks!" Yang said while hugging Peter, almost crushing him. "It wasn't all me, though. Weiss did a lot too." She said.

"Yeah…I can see that." Peter said while getting crushed, looking at Weiss as Neptune approaches her and rubs his neck nervously. Weiss invites him to sit with her.

Yang let's go of Peter, as the hero regains his strength and breath. "Tomorrow it's back to work." She chuffs.

"Yeah, so we can prevent Armageddon." Peter said since they still have to find and stop Goblin.

"Don't you mean: GOBLINgeddon?" Yang asked him with a smirk.

Peter groans from that terrible pun while Yang just laughs at him. "Anyways, hopefully tomorrow we can handle whatever twisted plan Goblin has in store for us. I hope." He said, not sure how they can beat an immortal, godlike Goblin. Suddenly, fits of laughter and giggles draw their attention.

"I guess some people found my pun funny." Yang said, looking around to see why everyone is laughing all of a sudden.

Peter looks around as well until he finds the source of why everyone is laughing. "I think I found out why everyone is not laughing at your pun." He said to her, as the two of them see Jaune, wearing a white dress with a blue ribbon approaching Pyrrha. Peter pinches his nose as he shakes his head, feeling bad for Jaune.

"Uh, why is Jaune wearing that?" Yang asked him, confused on what is going on. "Did he lose a bet or something?" She asked.

"I'm not sure." Peter answered her. "Although, this does remind of that time Flash Thompson had to wear a cheerleader's dress for Halloween after losing a bet to me if I brought a cute date to my Fall Formal at Midtown." He told her.

"Really? Who did you bring?" Yang asked him.

"Mary Jane Watson. She's a redhead, like Pyrrha." Peter answered her.

"But I'm more charming, right?" Yang asked with a smirk, pointing at herself.

"Heh. Can't deny that." Peter said with a smile.

Meanwhile, Jaune has finally made his way to Pyrrha, with the latter looking at him funny. "Jaune?" She asked him.

"Eh, a promise is a promise." Jaune replied, causing Pyrrha to smile, then giggle, and then bust out laughing.

"You didn't have to!" Pyrrha said.

"Hey, an Arc never goes back on his word." Jaune said as he extends his hand to Pyrrha. "Now do you wanna stand there and laugh at me, or do you wanna dance?" He asked her.

Pyrrha offers her own hand to him. "I would love to dance." She said before Jaune pulls her to him and sweeps her away.

"Ren. This…is…happening!" Nora said, flailing excitedly.

"Wait, what 'is happening'?" Ren asked as he looks in front of him before getting dragged by Nora and to the dance floor with Pyrrha and Jaune.

"You might love this next song." Yang said to Peter.

"I will?" Peter asked confused.

Yang nods her head and points at the DJ. "HIT IT!" She shouted.

 **BGM- Spectacular Spider-Man TV Show- Theme Song (Special Request by Ultrasonic215)**

Suddenly, the music changed into another Spider-Man theme, with everyone in the crowd cheering very loudly at it. Peter's eyes widen in awe as everyone starts dancing to the music.

"Think of it as another homecoming gift." Yang said before kissing Peter in the cheek. "Nice to have you back, Pete." She told him.

While everyone is dancing causally to the amazing theme song, Team JNPR is performing a short but elaborately choreographed dance, culminating in Jaune spinning Pyrrha.

"I had no idea you were a dancer." Pyrrha said to her partner.

"Yeah, well, these things tend to happen when you grow up with seven sisters." Jaune said, dipping Pyrrha and then spins her away.

Neptune and Weiss are shown to be watching the dancers. "So, what made you change your mind?" Weiss asked him.

"Huh?" Neptune said.

"You said you were embarrassed at first. What made you come talk to me?" Weiss asked him.

"You're looking at him." Neptune said as they both watch Jaune dancing with Pyrrha. "You got some good friends looking out for ya." He said to her.

Jaune and Pyrrha continue to dance. Ren and Nora do a kind of disco dance, Sun, Blake, Peter, and Yang join the mix and Penny and an Atlas guard are showing doing the "robot". Meanwhile, Mercury and Emerald are shown to be observing the students from the next tier.

"It appears all the dancers have partners." Emerald said to someone through her ear-bud.

 _"_ _Including Parker?"_ Cinder asked her through the other line.

"Yes, he's down there dancing with the blond one." Emerald said, observing Peter and Yang on the bottom floor as the former performs some crazy spider-like moves.

 _"_ _Good."_ Cinder said.

"Why should we worry about this guy again?" Mercury asked, still don't see Peter as much of a threat.

 _"_ _Just shut up and keep a close eye on him."_ Cinder said to him. _"Anyways, how long do I have?"_ She asked.

"You should probably be home by midnight, to be safe." Mercury replied to her.

Cinder is seen outside somewhere, wearing black clothes, holding her fingers to her ear. "I'll keep my eye on the clock."

 _"_ _Be careful, Cinder. Spider-Man might show up at any moment."_ Emerald warned her through the ear-bud.

"Oh, I'm sure he's too busy rescuing some lady friend somewhere." Cinder said with a smile, seeing how she's the only one out of the three who knows that Peter is Spider-Man and is too busy with the dance.

Ruby makes her way to the exit, walking out of the dance and into the night air. She watches a figure running along the rooftops and then moves to pursue.

 **BGM Ends**

* * *

Outside the Cross Continental Transmit System Tower, Cinder (dressed as a cat burglar), stealthily approaches an armed guard. She knife-hands the back of his head, rendering him unconscious with a stunned grin on his face. She drags him behind some bushes. Inside the building, Cinder approaches more guards.

"Excuse me, no one's allowed in this area." An Atlas soldier said to her but she doesn't stop walking. "Stop!" The soldier opens fire when Cinder does not heed him. She manages to overpower him, using his gun to take out another approaching soldier. She then throws him against a handrail. Two more soldiers rush her wielding batons. Cinder flash-forges a pair of black blades from fire Dust and trounces them both. Two guards are shown to be on an elevator. "Hey, man, do you know the Wi-Fi password?" One of the Atlas soldiers asked the other one.

"It's Beacon, but replace the E with a 3 and add a pound symbol to the end." The other one answered him. The elevator door opens to show Cinder waiting. One of the guards notices the fallen men outside. Both guards grow apprehensive as Cinder casually walks onto the elevator, the doors closing as she turns around. Thrashing sounds can be heard from outside the elevator.

Outside the building, Ruby approaches and sees the unconscious guard. She gasps and pulls out her Scroll, dialing for her weapon locker which crashes into the courtyard and opens to reveal Crescent Rose. Inside the building, the elevator doors open to show Cinder examining a Scroll. The two guards are knocked out.

"Oh! That's handy." Cinder said, pocking the Scroll and walks out of the elevator and toward the control consoles nearby.

 _"_ _A part guest is leaving."_ Emerald said through the ear-bud.

Cinder sighs, hoping that it's not Peter Parker and he somehow found out about her plans. "Which one? Is it Parker?" She asked them through the earbud.

Emerald is shown to be dancing with Mercury. "Ironwood." She corrected her as she and Mercury look at Ironwood walking out the door as Ozpin gives his send-off.

"I guess the general's had enough fun for one night." Mercury said.

Cinder is currently hacking the computer, with random codes appearing on the screen as it changes into a Queen chess piece.

 _"_ _Should we intervene?"_ Mercury asked through the earbud, as the other monitors in the room light up with the same chess piece.

"No…we're done here." Cinder said as she starts getting up from the chair. Before she could fully get up, the computer screen in front of her changes again, which surprises her. "What the? This is not supposed to happen." She said, wondering why the screen is changing again. Cinder immediately sits down and tries to fix the problem, but she is locked out. "I'm locked out? But how?" She asked herself.

Then, after the computer screen stopped flickering, it shows a symbol on the screen, but this one isn't a chess piece, in fact, it's showing a green insignia of some sort of goblin. "Huh…" Cinder's eyes widen as all the computer screens in the room start changing into the Goblin insignia.

 _"_ _Hehehehe."_ A laugh is heard from the computer screen in front of Cinder, with the Goblin insignia still present. _"I'm sorry, but I'm afraid that this tower has already been hacked. Please try again in the afterlife. HAHAHAHAHA!"_ Someone is heard laughing from the other line.

"Who is this?" Cinder demanded an answer from the voice.

 _"_ _I…am the GREEN Goblin, not that you'll live long enough for it to matter, Cindy girl."_ Goblin introduced himself to her from the other line as he starts laughing again.

"How do you know me? And how did you know I was going to hack the tower tonight?" Cinder asked him.

 **BGM- Sonic Adventure OST- Strain**

 _"_ _I've been keeping a close eye on you, Cindy, along with Salem too."_ He said, surprising Cinder. _"You must thank MACH-X for being such a good android for spying on you these past few months when you go to the afterlife. He was the one who hacked into the CCT tower MONTHS before you could accomplish it, infecting it with my Goblin Virus."_ He started explaining to her. _"Not only it was designed to hack the tower for me to use for a certain 'purpose' later, it was also specifically designed to counteract and destroy your virus. Now no matter what you do, you can't hack here anymore. HAHAHAHAHA!"_ He started laughing again, causing Cinder to growl in anger and frustration that someone that is not Spider-Man is foiling her plans. _"Now then…"_ A dark and black portal starts to appear in front of Cinder. _"DIE!"_ A green and monstrous arm appears in front of Cinder, with the hopes of clawing her eyes out, but she jumps out of the way and lands at the other side of the room. _"You're fast…"_ Another portal with a hand appears behind Cinder, grabbing her by the head. _"But not fast enough."_ He said. Using his Lightning Dust powers, Goblin shocks Cinder, causing her to scream in pain while also destroying the Scroll she picked up from the unconscious guard.

Goblin let's go of Cinder as she faces plants the floor, struggling to get up from the pain of being shocked as the portal behinds her disappears. _"While I would love to kill you now, I'm currently busy at the moment. So congrats, you live to fight another day, and as a reward for living, I recommend you get out of there. I think I hear someone coming from the elevator."_ He said with a laugh as the other portal in front of Cinder disappears.

 **BGM Ends**

Cinder gets up from the ground, holding onto her right arm in pain as she notices the elevator doors opening. Ruby steps out of the elevator slowly, brandishing her weapon.

"Hello?" Ruby calls out to anyone, stumbling due to her high-heeled shoes. "Is anyone there? Hello?" Cinder rises from her hiding place and steps out toward Ruby. "Excuse me? You know, it's not a masquerade party, so why don't you take off that-!" She gets interrupted as Cinder produces a container of ice Dust and sends shards of ice flying at Ruby. A short battle ensues but it is interrupted by the appearance of Ironwood on the nearby elevator. Ruby is visibly glad to see him until she notices that Cinder has disappeared.

In a hallway, Cinder discards two bracelets and her mask to change from her stealth suit into a black dress and enters the dance. Two guards following her crush the bracelets underfoot and are visibly confused at the sight of the crowded dance hall.

Cinder taps Emerald's shoulder. "Oh, may I cut in?" She asked her.

Emerald steps aside. "Of course." She said leaving Cinder to dance with Mercury.

"And how's your night been?" Mercury asked her with a smile.

"Not what I was expecting." Cinder replied, giving Mercury a serious look.

"Should we be worried?" Mercury asked her.

"Very." She answered. "The plan failed. Someone stopped me." She said to him.

"Who? Spider-Man?" Mercury asked her.

"No." Cinder said, looking behind Mercury to see Peter dancing with Yang and having a good time. "It was someone named the Green Goblin, and I fear he may be an even greater threat than the Spider."

"So, what now?" Mercury asked her.

"For now, let's enjoy the rest of the night. After all, it is a party." Cinder said as she and Mercury continue to dance. Jaune and Pyrrha are sitting at a table, Sun and Blake are dancing, there is a squad of red and yellow soldiers outside and Ironwood is shown approaching Ruby before one last shot of the Goblin insignia appears on the computer screen and the clock chimes midnight.

* * *

 **Somewhere at Mt. Glenn**

 ** _"_** ** _Ah, here it is."_** Goblin smiles to himself, standing in some sort of cavern deep at Mt. Glenn. What stands before him are some rocks blocking his path before he punches them away with one strike. Goblin walks into a huge chamber, where in the middle lies an enormous winged dragon, with large red bat-like wings, a pair of legs and a tail. The red membrane of the wing is translucent. It has rough black skin, with white bone-like spines along its body, including an external skull, rib cage and rows of dorsal spikes.

It also has three bony spikes on its tail and large claws on its hind legs. Its skull has a pair of large prominent horns and six yellow-red eyes. Its jaw has teeth extending down along the creature's neck, beyond its skull, such that its entire neck also opens when it roars.

 ** _"_** ** _Hehehe, so this is the Grimm Dragon Cinder seems so interested in. How pathetic."_** Goblin said while crossing his arms and smiling.

His constant talking awakens the Grimm Dragon from its slumber as its eyes start moving and gets up from the ground, releasing a monstrous roar right at the unfazed and smiling Goblin. Before the monster could attack him, Goblin jumps up and uppercuts it from its jaw. He then stands on top of its mouth, forcefully opening it wide enough that he broke its mouth so it can't speak properly again before punching it in his head, knocking it down to the ground, unconscious. **_"Tsk. Too easy."_** Goblin said as he turns around and walks up to the beast. He takes out his DNA sampler and injects it into the dragon, taking its DNA. **_"And now, the magic can begin."_** He said, injecting HIMSELF with the Grimm Dragon DNA he stole from the dragon. As the vial from the sampler finished injecting the DNA into Goblin, he uses his fire powers to burn the dragon alive until it evaporates. **_"AAHAHAHAHAHA! That will surely piss off Cinder when she finds out her dragon is no more! And now…"_** Goblin is interrupted as he sees hundreds of other Grimm creatures approach him from everywhere, but instead of fighting, the Grimm stand and kneel around Goblin, as their appearance go from a dark black to a dark green color.

 ** _"_** ** _Mmmmassssttteeerrr…"_** The new and improved GOBLIN GRIMM actually start talking to their new lord, causing Goblin to laugh maniacally.

 ** _"_** ** _Ahahahaha! Excellent! Thanks to my Demonic Aura and the ISO-OZ formula in my system, now merging with the Grimm Dragon DNA I injected myself with, I can control and influence the Grimm of this world, turning them into my own goblin pets!"_** Goblin said as he surrounded himself in a green aura. **_"NOTHING CAN STOP ME NOW! NOTHING!"_** He said as he laughs to himself, with his Goblin Grimm continue to kneel before him.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Peter Parker: Hi, I'm Peter Parker. Man, what is going on with me? Ever since the dance, I've been hearing some strange voice in my head.**

 **Madame Web: It might have to do with the mystical part of your powers, Peter, trying to say something to you.**

 **Peter: Mystic? That can't be. I got my powers from a radioactive spider, remember?**

 **Madame Web: Are you sure the radiation from the spider gave you your powers, or was the spider trying to give you those powers before the radiation killed it?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Mystery of the Spider (Part 1)_**

 **Peter: I'm not liking where this is going.**

* * *

 **KFX here: Sorry you guys had to wait a while for this one. College is back for me, so again, expect some chapters to be uploaded late. Anyways, we have another three-parter, which I dub "The Other Arc." I've been sort of leading up to this moment since Volume 1, and now we finally get to explore the mystic side of Peter's powers. Why is his Aura so different from the others? Why is it so powerful? What IS special about Peter? Fans of this story arc from the comics might recognize some things I'll do in the next three chapters, but I'll also have my own twists and additions thrown in as well. Stay tuned.**


	50. Vol 2 Issue 16: Mystery of the Spider

_Vol 2 Issue 16: Mystery of the Spider (Part 1)_

The next day after the Beacon Dance, Ironwood and Glynda are arguing with each other at Ozpin's office, much to his dismay.

"They were here…" Ironwood said. "Ozpin, they were here!" He raised his voice while angrily slamming his fist against Ozpin's desk.

"We're very much aware of that! Thank you, James." Glynda said to him.

"Fantastic! You're aware! Now are we going to do something about it or should we just stay the course and continue to ignore what's right in front of us?!" Ironwood continued to argue with her until an alert sound plays, signifying that someone has arrived on the elevator.

"Come in." Ozpin said as Ruby steps out and into the room, wearing green goggles and an ear-bud.

"Sorry it took so long. Someone accidentally hit all the buttons on the elevator on the way up here." Ruby said before quickly explaining herself. "It wasn't me." She then looks to her right as if she's looking and talking to someone. "No, it was you. I saw you." She then looks back at Ozpin and the others, who are wondering who Ruby is talking to. "Sorry. I was talking to someone." She told them.

"Ooookay." Ozpin said while raising an eyebrow. "Anyways, thank you for coming, Ruby. How are you feeling?" He asked her.

"Okay, I guess. I'd feel better if my bad-guy-catching record wasn't O-for-four." Ruby said, causing everyone to silently stare at her. "Okay, so that's the tone we're going for, got it." She then looks to her right again, appearing to be talking to someone. "They aren't that old…I think." She said to the mystery person through her ear-bud.

"Ignoring that…" Ironwood said as she walks up to Ruby. "Ruby, I feel it's appropriate to let you know that I think what you did last night is exactly what being a Huntress is all about. You recognized a threat. You took action. And you did the very best you could." He complemented her.

"Thank you, sir." Ruby said before turning to her right again, talking to somebody. "Yeah, I wish I got a medal too." She told the mystery person.

"Ruby, who in the world are you talking to? And why are you wearing those goggles?" Glynda asked the little girl, wondering why Ruby seems to be talking to herself.

"Oh, this?" Ruby touches her goggles. "I'm helping testing out an experiment with Peter." She answered them.

"Where is Peter, anyways?" Ironwood asked her. "I was hoping he would be here to see if he can help us out a bit."

"What about you open that box on the table?" Ruby points to a box that appeared on Ozpin's desk.

"What in the…Where did that come from?" Glynda asked, wondering how that box got there in the first place.

Ozpin holds the package, where it has a note saying 'Open me,' with a Spider-Man logo on it. Ozpin opens it, in which it reveals three more green goggles and ear-buds for everyone else in the room. "Hmmm…" Ozpin takes out a goggle and ear-bud and puts them on. "Oh! Looks like I found Mr. Parker." He said.

"Wait? What?" Glynda asked as she and Ironwood put on the goggles and ear-buds and look at their front, where they see Spider-Man, with a black and neon green suit, standing next to Ruby.

"TA-DA! So? Whatcha think?" Spidey asked as he waves at the adults.

"What is this? Some sort of stealth mode?" Glynda asked Spider-Man.

"Yup! New stealth mode for my suit. Something I was working on before the dance yesterday. It wraps light and sound around it, rending me completely invisible. And the only way for you to see or hear me is with those goggles I built for you." Spider-Man answered her.

"Amazing." Ironwood said impressed by this tech. He takes off the goggles, not able to see Spider-Man until he puts them back on. "This is some incredible tech. We don't have something like this in our military. How did you build this?" He asked Spider-Man.

"I adapted some concepts I developed while being an intern of Tony Stark, a pure genius from my dimension." Spider-Man started answering him. "I've upgraded the new tech suit you guys gave me to add an extra layer of a harmonic mesh based on Hank Pym's Theory…"

"Okay, Peter, we get it." Ozpin stopped him with a hand motion. "I don't think any of us will understand what you're going to say if you keep talking." He said.

"Speaking about talking, I've also added a secondary mode to this stealth mode, which baffles sonic frequencies, from infrasonic to ultrasonic." Spidey said, touching the spider symbol on his chest, turning his suit from neon green to red. "Nice right, you see how I did this was…"

Ruby, Ozpin, Glynda, and Ironwood are all looking at Spidey yapping his mouth, trying to explain something, but no words are coming out. Everyone takes off their goggles to see that Peter is still visible but still can't hear him. "I guess the suit still has a few bugs." Ruby said to the adults.

"Agreed." Ozpin said.

"I don't know. I kind of like it this way." Glynda said with a smile while everyone else stares at her with a weird look. "What? He likes to talk too much. It's nice we have some quiet for a change." She said, prompting Ozpin to just pinch his nose and shake his head.

Peter presses on the spider symbol on his suit again, this time turning it back to the classic, but upgraded, red-and-blue color scheme. "Was Glynda making fun of me or something? I couldn't hear her for some reason." He asked everyone.

"You should properly make some minor adjustments to that Sonic Shielding mode of yours." Ozpin told Peter.

"Yeah, I should." Peter said while rubbing the back of his head in embarrassment.

"Anyways, back on topic." Ozpin started talking while looking back at Ruby. "Now, the general here has already informed of the events that... transpired last night, but now that you've rested, we were wondering if you had anything to add." He asked Ruby.

"Was anyone else with her? Did she look familiar to you at all?" Glynda also asked Ruby a question.

"I…I don't know. She was wearing a mask, and she never said anything to me." Ruby told them.

"Sounds a lot like Madame Masque from my world." Peter brought up.

"Who?" Ironwood asked him while crossing his arms.

"She's a villain, mostly an enemy of Tony Stark. Wears a golden mask, can use firearms, and can disguise herself." Spider-Man answered his question.

"But this lady fought using glass, but I don't think that was her Semblance, though. Her clothing lit up whenever she attacked." Ruby said.

"Save for the glass, that sounds like the woman I fought the night we met Ruby and Peter." Glynda said.

"Embedding Dust into clothing is an age-old technique. It's the same thing we did with Peter's new tech suit. It would have been anyone." Ironwood said

"Wait. You think this girl is connected to Torchwick and the White Fang?" Ruby asked them.

"More importantly, Goblin." Spider-Man spoke up. "Remember, Goblin has already infected most of the White Fang around the world and are now under his control, and I'm assuming Torchwick might be part of it too. This woman, however, is still a mystery." He said while putting his hand under his chin to think more clearly.

"Peter's right. We still lack the required evidence to link the two together." Ozpin said.

"Actually, I... I think I remember her saying something about a hideout, or something, in the southeast. Just outside the Kingdom." Ruby told them.

"Interesting." Ozpin said.

"Wait, how did you learn about that?" Spidey asked, since he wasn't informed about how the girls find out about a hideout in the southeast, since he was busy at Goblin Island.

"I thought you said the intruder never-." Glynda started talking before Ozpin cut her off.

"Thank you for your cooperation, Ruby and Peter. Why don't you two go and spend some time with your team? You have a big day ahead of you." Ozpin told the two teens.

"Which is why I need to go back to my lab and make some adjustments to my suit and backpack." Peter said as he and Ruby starts walking back to the elevator.

"Backpack? Why is he building a backpack?" Glynda asked Ironwood, but the old general just shrugs, not knowing the answer either.

"And Miss Rose and Mr. Parker, please try and be…discreet about this matter." Ozpin said as the three adults look at the two teens.

"Yes sir." Ruby replied.

"No promises!" Peter said, turning on his stealth mode, not before webbing and yanking the three special, green lenses he gave to the adults and takes them back with him, as he and Ruby leave through the elevator.

* * *

Ruby opens her dorm room door as Yang, Blake, and Weiss quickly zoom over to her.

"What happened?" Yang asked her little sister.

"Uh…well, um…" Ruby tried to say something while nervously laughing.

* * *

"Well there we have it." Ironwood starts speaking. "We send as many troops as we can to the southeast, find out exactly what's going on, and eradicate any forces that stand in our way."

Glynda growls in frustration at Ironwood. "Why must your answer to everything involve a triumphant display of military bravado!? You treat every situation like it's a contest of measuring di—!"

"Glynda!" Ozpin cuts her off.

"Well, he does." Glynda replied to him.

 _'_ _Children, children. This is not the time for an internal struggle. We have work to do.'_ A voice tells them, catching the attention of the three adults in the office.

"Who said that!?" Ironwood shouts at the mystery voice.

"I did, young James." Madame Web shows up in her chair from across Ozpin's desk.

"Wait a minute. Have we met her before?" Glynda asked, trying to recall why this old woman looks familiar to her.

"We have. The time when Spider-Man first appeared in our dimension. Madame Web, I presume?" Ozpin asked the old lady, causing her to smile.

"You are correct, Ozpin." Madame Web answered him.

"So, why are you here, Madame Web, especially now of all times?" Ozpin asked her a question.

"Just to remind you that we don't have much time to waste arguing with each other when there is a threat out there that is putting our entire reality at risk." She answered him.

"Which is why we should-." Ironwood started talking again about sending troops to the southeast, but Ozpin cuts him off.

"Which is why we must wait and think about this carefully." Ozpin said to him. "We are dealing with a powerful opponent from another dimension, one that is also incredibly smart and calculating. We can't risk the spread of panic if we go guns blazing against a foe like Norman Osborn." He told Ironwood.

"I have served you faithfully for years... but if you mean to tell me that your plan is to really hold the defenses, and wait—!" Ironwood started talking again until Ozpin abruptly stands from his chair.

"It is not! You're a general, James. So tell me, when you prepare to go to war, which do you send in first? The flag bearers, or the scouts, especially one that knows Osborn inside and out?" Ozpin asked him.

"You really put a lot of faith into that kid." Ironwood said to him. "Don't get me wrong, the kid has amazing potential to help us win, but are you sure we should put our hopes in just one boy from another world?" He asked him.

"That 'boy' you are speaking of is a Spider-Totem, a very special Spider-Totem I might add." Madame Web told him, getting the attention of all three adults in the room.

"Spider-Totem?" Glynda asked her, never hearing that term before.

"Think of them as the multiversal equivalent of your Maidens, little one." Madame Web replied, shocking everyone.

"You mean to tell me that Peter has power similar to that of a maiden?" Ironwood urgently asked her, a bit shocked at what she revealed to them.

Madame Web nodded to his question. "There is more to Peter's powers than you all know, even to Peter himself. He is FAR more important than you all know, and a lot more powerful than the maidens and relics if he puts his mind into it." She said to them.

"Does Peter seriously has THAT much power to surpass both the maidens and the relics?" Glynda asked while thinking to herself.

"Madame Web, care to tell us more about these Spider-Totems, and why Peter is so important?" Ozpin asked her.

"I think it would be better if you all find out once Peter and his team start their mission, and I assume you already know their destination, Ozpin?" Madame Web asked him.

"Hmpf." Ozpin smiles. "You read me like a book."

"Of course. I do have physic powers after all." Madame Web said before chuckling to herself.

* * *

 **Team RWBYP's dorm**

"Oooo, cool goggles." Yang said while taking off the goggles that Ruby gave her and the rest of the team in case Peter ever goes to stealth mode.

"That was a risky move." Weiss said to Ruby while crossing her arms.

"No, I think you and Peter handled it well." Blake said to her leader from Weiss' bed.

"I hope so." Ruby said, a bit depressed.

"I'm sure everything will be alright, Ruby." Yang said, trying to comfort her sister. "Oh, I know what will cheer you up!" She takes out a cylindrical package with the length of her forearm.

"What's that?" Ruby asked her sister.

"I don't know yet. Dad sent it to us. I thought we could open it together!" Yang answered her.

"Ooooh! Something from home!" Ruby said excitedly, zooming over to Yang, wrapping herself around her, trying to take the cylinder from her hand.

The package opens, and another cylinder, hairy and black, falls out onto the floor and starts to shake. The object suddenly transforms into a corgi. Team RWBY leans in, staring at it. The animal barks twice. While Weiss and Blake continue to react with great shock, Ruby and Yang react excitedly, with Ruby jumping in the air.

"Zwei!" Ruby said, happy to see her dog again.

"He sent a dog…?" Blake asked her.

"In the mail?" Weiss continued from Blake's question.

"Oh, he does stuff like this all the time!" Yang told them.

Blake disappears and hops onto Ruby's bunk, since her animal instincts are acting up when she's near a dog. "Your father or your dog?" She asked Yang.

"Are you telling me that this mangy…" Weiss started talking while looking at the adorable Zwei. "Drooling..." She continues to look at him. "Mutt is going to wiv wif us foweva?" She said, now acting all nice towards the dog. "Oh, yes he is, yes he is! Oh, isn't he adorable!" She said towards Zwei.

"Please keep it away from my belongings." Blake said, still on top of Ruby's bunkbed.

 _"_ _Would all first-year students please report to the amphitheater?"_ Glynda said over the intercom.

"Well, we can't exactly leave him here while we're gone for the week." Weiss said to her comrades. Ruby sets Zwei down and he walks over to Blake still on the top bunk, and barks.

"Look, there's a letter!" Yang said as Zwei arrives in front of her. "'Dear girls, I've got to leave the island for a few days, so I'm sending Zwei to you to take care of. Enclosed is all the food you should need. Love you both, Taiyang.'" She drops dozens of cans of dog food from the small package, piling up around Zwei.

"What is he supposed to do with that?" Weiss asked them as a can opener falls from the package, bouncing off Zwei's head.

"Well, that settles it! Come on girls, Zwei will be here when we get back!" Yang said as she starts leaving.

"Oh, I'll miss you so much, we're going to be best friends, I can't wait to see you, I can't believe how cute you are." Weiss baby talks to Zwei as she starts leaving, with Blake jumping from Ruby's bunk and jumps across the table, avoiding Zwei. Ruby stares at Zwei for a moment before smiling sneakily.

* * *

 **Peter's Beacon Lab**

"So, Zwei is here and you plan on taking him for our mission?" Peter asked the Ruby hologram from his Webware as he makes some adjustments to his red and blue costume.

 _"_ _Oh, Peter, please don't tell anyone."_ Ruby begged him as he is working.

Peter takes off his face mask and lets down the tool he was using for his suit. "My lips are webbed up." Peter told her, causing Ruby to giggle from his obvious pun.

 _"_ _Thanks, Pete. See you at the amphitheater."_ Ruby said, waving at Peter through his Webware until it turns off.

"Alright! Done adjusting the sonic shielding for my suit." Peter said as he gets up from his chair. He looks to his right to see a red-and-gold backpack a few feet away from him. He uses his web shooters to yank in his backpack. "Ah, web shooters. What will I do without you?" He asked as he kisses his right web-shooter.

 ** _"_** ** _Little spider, why do you conceal the source of your POWER…as many do."_** The same voice from yesterday talks to Peter through his head. **_"You know the truth, don't you? You call yourself Spider-Man, allowing THAT name and THAT face to protect the SECRET of what you were inside. The question is…WHY?"_** The voice asked him, as Peter looks around his lab to figure the source of the voice. **_"You did it…because it put the spider OUTSIDE you. The SPIDER…was just…a piece of CLOTH, and now you make ARMOR out of it? An empty husk, from which you could emerge human, normal, as though the SPIDER was not still inside you. You TREATED the GIFT that had been GIVEN as though it were a TOY. You did not LOOK too DEEPLY into what you had BECOME or what you could DO. You committed the CRIME…OF SUPERFICIALTIY. I wonder, if you are TRULY worthy of your power, of OUR power, little Avatar of the Great Weaver. He made a mistake choosing you if you continue to ignore the ENORMOUS power you have on-hold. But, I will reconsider my opinion, if you are truly ready."_** The voice said before disappearing from Peter's thoughts.

"Who keeps talking to me, and what is it talking about?" Peter asked as he scratches his head.

"Parker!" Madame Web shows behind Peter, startling him.

"Again! Knock! It's not so hard!" Peter told her. "Anyways, what are you here for, MW?" He asked her.

"To tell you that from here on out, your journey is going to get a lot more intense." She informed Peter.

"Well, duh. I figured that much." Peter said as he starts putting on his backpack. "That is why I'm bringing my new and improved Iron Spider armor with me during this mission." He told her.

"Are you sure that it will be enough to stop the Goblin? You remember how easily he beat you the last time you wore that armor?" She reminded Peter his battle against Goblin, back on Earth.

Peter looks sad and depressed as he remembers that day. "Yeah, I do. But it's not like I have any other choice. The entire multiverse is at stake, and apparently, it's my job to prevent the end of everything. Are you sure I'm the one that will save us all?" He asked the old lady on the chair.

"Well, of course. You are in the center of the Great Web, aren't you? That makes you very important." She replied to him.

"But I'm just a 17-year old kid!" Peter told Madame Web. "I mean, I helped saved the universe a couple of times before, but that's when I teamed up with the Avengers, or the Fantastic Four. I'm just a simple kid who got simple powers from a simple radioactive spider two years ago." He finished telling her.

"Simple, hmm." Madame Web said to him.

"Huh?" Peter asked confused, wondering why she said something like that.

"Tell me, Peter: Did you ever perform an autopsy on the spider?" She asked him a random.

"Uh, why are you asking me this?" Peter asked her.

"Did you ever perform an autopsy on the spider?" She reiterates the question.

"No. It got pretty much smashed." Peter answered her, still not knowing why she's asking him that question.

"Had you ever seen the spider before?" She asked him another question.

"No, but how does-?"

"There are three steps in knowledge, boy." Madame Web cut him off. "There's what we THINK, what we KNOW, and what we can prove. You THINK you got your powers from a radioactive spider-bite, and you may believe you KNOW it to be true, but can your PROVE it?" She asked him.

"You think I got these powers and my suit at the bottom of a box of crackerjacks? It happened right after I got bit." Peter replied to her.

"You're still missing the point, Peter." Madame Web said to him. "Listen closely, Peter, to what I'm about to say. Did the radiation enable the spider to give you these powers? Or was the spider trying to give you those powers before the radiation killed it? Which came first? The radiation? Or the power? The chicken or the egg or the power?" She asked him a bombshell of a question.

"I…!" Peter was completely shocked; his eyes completely widen at that question. For the past two years, he never considered that possibility. He never even thought about it, just assumed. "…I don't know."

Madame Web smiled as she nods her head. "Of course you didn't. You see, Peter, your powers weren't from just the radiation, it was also from the mystic forces of the multiverse, making you a totem." She told him.

"A totem?" Peter asked confused. "You mean to tell me that my powers come from both science AND magic?" He asked her.

"Yes, they do." Madame Web answered him.

Peter is left speechless, not knowing how to react to these bombshells of news. "So, what's a totem? What does that make ME? Is it related to the voice in my head? Is that the reason why my Aura is so different and powerful compared to everyone else's? Is that the reason why I am in the center of the Web? Please, Madame Web, tell me because I am really, REALLY, confused here!" He keeps asking Madame Web for an answer, but the old lady stops him by giving him the hand.

"Your questions will all be answered when you start your mission today. Now go to the amphitheater with your teammates, and prepare for what you are about to witness, because it will change your life forever." Madame Web told him as she disappears in purple smoke, leaving a very confused Peter Parker all alone in the lab.

Peter groans. "I'm not going to like what I learn, will I?" He asked himself before leaving the lab.

* * *

Peter is wearing his Iron Spider backpack and walking alongside Ruby, who is also wearing a large backpack, as they both enter the auditorium with other students. The two of them leave their bags next to the other students' luggage before rejoining their team, who are standing in front of Team JNPR.

"Quiet! Quiet please." Glynda said to the audience from the top of the stage, standing next to Ozpin. "Professor Ozpin would like to share a few words before we begin." She said, leaving Ozpin all alone to speak to the students in the room.

"Today we stand together, united. Mistral. Atlas. Vacuo. Vale. The four Kingdoms of Remnant. On this day, nearly eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, of greed, and of oppression. A war that was about much more than where borders fell or who traded with whom, but about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all forms of art and self-expression. And as you are well aware, that was something many could not stand for. As a result, those who opposed this tyranny began naming their children after one of the core aspects of art itself: color. It was their way to demonstrate that not only would they refuse to tolerate this oppression, but neither were the generations to come. And it was a trend that is held to this very day. We encourage individuality, expressionism, and unity through diversity. As I have said, today we stand together, united. But this bond cannot exist without effort. Which is why today, while the rest of the world celebrates peace, Huntsmen and Huntresses will work to uphold it. As first year students, you will be tasked with shadowing a professional Huntsman or Huntress on a mission. Some of you may be taken out of the Kingdom for several days. Others may work within the walls for the rest of the week. But no matter which path you choose, remember to be safe, remember your training, and remember to do your very best." He said as he steps away from the stage, as all the students begin to file out of the amphitheater.

"This is perfect! All we have to do is shadow a Huntsman working in the southeast!" Ruby said to her team.

"Yeah! We'll follow them around by day and give them the slip by night!" Yang said to them.

"Let's check 'search and destroy'!" Weiss suggested.

"I love that game!" Peter said.

"It's not a game, dummy!" Weiss said in a slight, annoyed tone as they all start walking towards the hologram screen.

"Not with that attitude!" Peter said, earning a growl from the Ice Queen.

"Here we go! Quadrant 5 needs Grimm cleared out!" Ruby said.

"Well, it's in the southeast!" Blake said.

"Sounds perfect!" Yang said.

"Then what are we waiting for?" Peter asked as Ruby types in their team name. However, the screen says that first years are not allowed to take this mission.

"Wonderful!" Weiss sarcastically said.

"Any other ideas?" Blake asked the team.

"We mail ourselves there!" Ruby suggested, with everyone on the team giving her a weird look.

"Well, that's one option." Ozpin suddenly appears next to them.

"We can mess with the space-time continuum to teleport ourselves there." Peter suggested, with everyone, including Ozpin, giving him a very weird look. "What? Back on Earth, we do this all the time." He said, getting a sigh from Weiss and Blake besides him.

"Unfortunately, we determined that the concentration of Grimm was too extreme for first-year students. It seems that particular region is rather popular. In fact, I have the sneaking suspicion that you five will make your way there no matter which job you choose." Ozpin finished explaining to them, as Weiss, Blake, and Yang glare at both Ruby and Peter, who are confused on why they are looking at the two of them.

"Did we do something that we aren't aware of?" Peter asked Ruby.

"I'm not sure." Ruby answered, prompting the other girls to face palm at their stupidity.

"I'm still curious how you all found yourself at the docks last semester. I'm interested to know how you really learned about a hideout in the southeast. And I certainly wonder why witnesses reported seeing robots and rose petals in a dance club some time ago." Ozpin said before looking straight at Peter. "And I also want to know how a young boy such as yourself found an island base where one of my old colleagues, Dr. Merlot, worked at filled with thousands of robots and machines that I'm not familiar with." He said to Peter.

"Uh…You sure you aren't talking about my clone, Ben Reilly, or maybe Kaine?" Peter asked Ozpin.

"I doubt I'll ever find the exact answers I'm looking for. So how about this: instead of waiting for you all to break the rules, why don't we just bend them?" Ozpin said, selecting some things on his scroll, and the hologram screen makes a noise.

"We won't let you down. Thank you, professor." Ruby thanked him.

"I'll try to make sure they don't get killed, or eaten, or burned alive, or get sucked into a black hole." Peter said, prompting the girls to look at him weird. "You four really underestimate my bad luck." He told them.

"Do not thank me for this. Teamwork and persistence have carried you far. But you must understand, the things that await you beyond the protection of the Kingdom will not care. Stay close to your Huntsman at all times, and do exactly as he says. He will be leading you on this mission, and he can have you sent back to Beacon, if he finds your skills to be unsatisfactory." Ozpin informed and warned the team.

"You do realize the multiverse is at risk of getting destroyed, right? We don't have time to be sent back at a time like this." Peter reminded Ozpin about the current situation.

"Oh, I am very aware of that, Peter. I am also aware that you are the key to our survival. After all, you are a special Spider-Totem, are you not?" Ozpin asked Peter, which shocks him that he knows about that.

"What's a Spider-Totem?" Blake asked the rest of the girls, but they don't know the answer either as they all look at the stunned Peter Parker next to them.

"How do you know about that?" Peter asked Ozpin.

"Madame Web told me." He answered.

"Madame Web?!" The entire team shouted at the same time.

Ozpin nodded in response. "She came to my office not long ago about Peter being some sort of Spider-Totem. We still don't know much about what it is all about, but something tells me this mission will give us the answers we need. I just hope you are ready, Peter. Good luck" He said to him, with Peter looking away with an unsure face.

"I hope so, too." Peter said to himself.

* * *

Team RWBYP, with Peter and Ruby wearing their backpacks, have left the auditorium and are on their way to the airship that will take them to Quadrant 5.

"I wonder what a Spider-Totem means?" Yang asked the team as they walk outside.

"Whatever it is, this may be the key in helping us beat Goblin." Blake said to the rest.

"I hope so." Peter said in a depressed tone.

"Cheer up, Pete! No matter what happens, just remember we will be there to help you out!" Ruby said to encourage Peter, which helps him slightly as he has a small smile on his face.

A random student runs past the team. "Hey! Team CFVY is back!" He said as Beacon students gather around to witness the return to Team CFVY.

"Velvet? Are you okay?" Blake asked her as she goes up to her fellow faunus.

"I'm fine. I had Yatsuhashi to look out for me." Velvet replied.

"Your mission was supposed to end a week ago! What happened?" Weiss asked her.

"Did your ride run out of gas during the trip home?" Peter asked her.

"Nothing happened. It was just ... there were just so many..." Velvet looks up and notices Team RWBYP's worried expressions. "Oh, but don't worry. You first-years are just shadowing Huntsmen, so you should be fine." She told them.

"Right." Yang simply said.

"I should go. Be safe, okay?" Velvet said as she leaves the five of them by themselves.

"We're doomed." Peter said.

"Don't say that. We can do this. We've never backed down before, and we're not going to start now." Ruby said to encourage the team.

"Right." Blake said.

"Besides, it won't only be us out there! We'll be fighting alongside a genuine Huntsman!" Ruby said with some excitement.

"Yeah!" Yang said.

"You say that, and my Parker Luck will give you the exact opposite of what you want." Peter warned them.

"What makes you say that?" Weiss asked him.

* * *

Team RWBYP are staring with various stunned expressions, with only Peter trying his best not to laugh, as they see Dr. Oobleck standing in front of them.

"Why, hello girls and boy! Who's ready to fight for their lives?" He asked them.

Peter starts laughing, expecting something like this to happen. "See? Don't underestimate my luck!" He said as he continues laughing, only for an annoyed Yang to punch him to ground. "Ow." He said in pain.

"Professor Oobleck?" Weiss asked him, still in shock that he's going to help them with their mission.

"Yes, I'm afraid those bags won't be necessary, girls and boy, seeing as you've opted to shadow a Huntsman on what is now essentially a reconnaissance mission." Oobleck said, talking fast while pacing himself in front of the students. "I can assure you, we will not be establishing a single base of operations; rather, we will be traversing several miles of hazardous wasteland and making camp in any defendable locations we may stumble upon. I packed all of our essentials myself, plotted our air course, and readied the airship. And..." He zooms up right to Weiss' face. "It's DOCTOR Oobleck. I didn't earn the PhD for fun, thank you very much!" He quickly backs away.

Weiss looks over at Blake, who is equally disturbed. "Uh…" Is all the Ice Queen could say, as Peter slowly gets up from the ground, still recovering from Yang's punch.

"Come now, children; according to my schedule, we are already three minutes behind!" Oobleck said as an afterthought to clarify. "…schedule!" He zips off to the airship docked farther ahead.

"Well, alright, then! Looks like we're going to save the multiverse with Doctor Oooobleck- okay yeah when you say it out loud it sounds worse." Ruby said, causing the rest of her team to get depressed.

"Save the world?" Ruby's team turns around to see Nora and the rest of team JNPR approaching. "You're going on multiversal-saving missions without us? I'm hurt... sad! Maybe a little hungry? That last one's not your fault, though, Ren..." She sounded all dramatic while looking at Ren, who simply crosses his arms and turns away.

"Sounds exciting. Where ya going?" Jaune asked team RWBYP.

"Oh, just outside the kingdom…" Ruby told them.

"Probably to get ourselves killed." Peter added, receiving a slight bump to the chest by Weiss.

"Hey! So are we!" Nora said.

"Ren and Nora wanted to shadow the sheriff of a nearby village." Pyrrha told them.

"We set out tomorrow." Ren told them.

"Then you can party with us tonight!" Neptune said as he and Sun approach the two teams. "We're shadowing a crime specialist. All inner-city detective stuff. We got junior badges." He said, leaving Jaune awestruck.

"We normally go to the city with you guys, which means stuff's always exploding and junk, especially when you told us that Peter is Spider-Man and has to fight some Goblin guy from another dimension, and…" Sun continued talking, which started to annoy Peter as his eyes starts twitching with rage.

"Sun!" Peter angrily said to him, giving him an angry look.

"You know, you're a lot scarier than Blake when you give me that look." Sun said with a nervous laugh as Blake also gives him the mean look.

"Remind me again why we thought it was a good idea to tell you two about my secret again?" Peter asked the two of them.

"Well, uh…" Neptune tried to think of an answer while rubbing his neck, but gets nothing. Peter sighs, thinking that this might be some big mistake.

"Anyways, Peter, before you guys go, can you show us what you're Aura looks like." Pyrrha asked the spider hero.

"Huh?" Peter said.

"I heard you unlocked it when you fought that Goblin guy. Can I see it?" She excitedly asked him.

"Yeah! C'mon, Pete! Show us what it looks like!" Jaune also wants to see his Aura, as well as the rest of Team JNPR, Sun, and Neptune.

"Well, okay." Peter gave in to their request. "At first, I have to get worked up to use it, but I think I might be able to do it now. Just give me a second." He told them.

"Peter, I don't think we have time to-." Ruby said to him until Oobleck interrupts her from the airship.

"Four minutes, ladies and gent!" He tells them from the airship.

 **BGM- Dragon Ball Kai 2014 OST- Theme of Vegeta**

Peter closes his eyes, ignoring Oobleck's call for them, as he concentrates to himself until he charges up his unique, crimson aura, with the excess energy radiating from his body in the form a pulsing, flame-like aura, with the wind blowing hard from his power.

The rest of Team RWBYP, team JNPR, Sun, Neptune, and even Dr. Oobleck from his airship look in awe at Peter's crimson aura, as the boy opens his eyes, revealing his crimson eyes.

"No way…" Pyrrha looks at his aura, already feeling an incredible amount of power from it just from standing next to him.

Unaware to the heroes, Cinder and her team are watching them from across the road, with the three of them equally amazed at Peter's aura.

"Incredible…" Emerald was at a loss of words while staring at Peter's aura from afar.

"No kidding. I can feel his power all the way from here." Mercury stated.

Cinder herself was the most impressed, but also more shocked than everyone else. You can tell in the look of her eyes that she can feel an even deeper power inside Peter. _"His power…I don't know why but…it's similar to the power of the Maidens, I can feel it, but how, and why?"_ Cinder asked in her thoughts, gritting her teeth in anger. _"Peter Parker…Spider-Man…just what kind of power are you hiding?"_

"Is this what you guys had in mind?" Peter asked Team JNPR.

"Not…really. No." Pyrrha admitted that she wasn't expecting this kind of aura. "Your aura…I never saw one that has so much energy and power that it completely surrounds someone." She said.

Peter smirks before looking at his right hand. "This power…Whenever I use it, I feel slightly heavy for some reason, but I also feel an incredible amount of power that whenever I use it that it almost scares me, as if there's no end to it." He said while clenching his fist.

"How did you unlock your Aura, anyways?" Sun asked him, still amazed at his Aura.

Peter turned to him. "It was when I was fighting Goblin. He claims that he killed my Aunt May, although I'm starting to wonder what he said was true, but it didn't matter at the time because I was so mad, had all this pent up rage that I kept hidden during my time as Spider-Man, that I essentially exploded in anger, with power flowing through me." He explained to them.

"Trust us, you do NOT want to cross him when he's angry like that." Yang told everyone, remembering how scary Peter was back at that night, much scarier than the Goblin at the time.

 **BGM Ends**

Peter powers down from his Aura and regains his breath. "Goblin said I was only using the 'human' side of my aura, but not my spider side though." He explained to them.

"You mean you might have two Auras?!" Pyrrha asked him shocked.

"Is that even possible?" Nora asked him.

"I…I don't know. That's why I'm hoping this mission might answer that question." Peter said as he looks at his hand in front of his face. "Madame Web said my powers derive from both science and magic, and I intend to found out more, and why I am so special." He said as he lets go of his hand.

"Well, I hope your journey will give you the answers you need." Ren said to him.

"Thanks, Ren." Peter said to him.

"Wish us luck!" Ruby gives their friends a thumbs up as they start leaving to the southeast.

* * *

The airship Peter and the others are on-board is flying over the buildings and streets below them as they head towards their location.

"I guess I never saw you as much of a fighter." Yang said to Oobleck.

"It's the green hair, isn't it?" Peter asked.

"No, it's not because of my hair, Mr. Parker. I admit I fancy myself more of an intellectual, but I can assure you, as a Huntsman, I've had my fair share of tussles." Oobleck said to them.

"Like the mushroom?" Ruby titled her head in confusion.

"Those are truffles." Blake said, leaning over to Ruby.

"Like the sprout?" Ruby asked, scratching her head in befuddlement.

"Those are Brussels." Yang told her while leaning over.

"Besides, given my expertise in the field of history as well as my dabblings in the archaeological surveys, our dear headmaster saw fit to assign me to this particular... assignment!" Oobleck continued.

"What does history have to do with this?" Weiss asked the good doctor.

Oobleck quickly turns to Weiss, who is standing right next to her. "Why, what a preposterous question, you silly girl! Why, history is the backbone of our very society! And the liver! Probably the kidneys, if I were to wager." He answered her.

"And that means…?"

"The southeast quadrant outside of Vale is home to wild forests and deep caves, but it is also the location to one of the kingdom's greatest failures!" Oobleck told them.

"Mountain Glenn." Ruby said.

"Mountain Glenn?" Peter asked since he never heard of this place before.

"That's right! It was an expansion of Vale... but in the end it was overrun by Grimm and fenced off from the rest of the city." Yang told him.

"Correct! And now it stands abandoned as a dark reminder." Oobleck said.

"And a likely place for a hideout." Blake said.

"And a trap." Peter added.

"Precisely!" Oobleck said while adjusting his glasses and smiles.

* * *

The airship comes in over a spot of street amidst the ruined buildings and structures of the ruined area. It hovers right above the ground as Yang, Blake, Peter, Oobleck, Weiss, and Ruby all jump out of the craft with weapons drawn (minus the doctor, who simply holds his coffee canister) before the ship flies away from the destruction.

"Sense anything?" Blake whispered to Peter next to her.

Peter shakes his head. "No. My Spider-Sense isn't picking up anything Goblin related, but I do sense some Grimm in the area though." He told her.

"Ladies…and gent!" Oobleck calls their attention. "You still may be students, but as of this moment, your first mission as Huntresses has begun! From this point forward, you need to do exactly as I say! Do you understand?" The girls and Peter nods in response as Oobleck suddenly look at both him and Ruby. "Ruby! Peter! I thought I told you to leave all of your bags back at school." He said, startling the two.

"But, uh, you hadn't told us to listen to you yet. So we didn't." Ruby replied to him.

"Ooo, nice excuse." Peter said to her, causing Ruby to smile.

"She's not wrong…" Oobleck said to himself before looking back at the two. "Very well, Ruby, Peter; leave your bags here, we can pick it up upon our return."

"Oooorr, I can do this." Peter presses a button on the string of his red and gold bag, retracting it to his back until a golden orb rest on his back.

"How did you…" Weiss started to ask Peter a question, but one quick look at his face gives her the answer she needs. "Right! Forgot! IQ of 250!" She said a bit embarrassed.

"250 IQ, that's amazing." Oobleck said to himself before looking at Ruby. "Well, Ruby, what is your choice?" He asked her.

"I, well uh-." Ruby started talking until Oobleck comes right in front of her face.

"Young lady, what in the world could you possibly have in that bag that could be so important to bring it with..." He stops talking as the bag's zipper opens and out pops Zwei's head, causing everyone to stare at the uninvited guest, except for Peter, who face palms at Zwei revealing himself.

"Get back in the bag." Ruby whispers to her dog, with Zwei merely barking in response.

"We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought... a dog?" Oobleck asked her.

"I, uh…" Ruby said, trying to think of an excuse.

"Genius!" Oobleck backs away from Ruby to give her a confused shrug before he speeds past her, snatching the pet away from the girl, who tumbles to the ground as Oobleck spins Zwei in the air. "Canines are historically known for their perceptive nose and heightened sense of sound, making them excellent companions for a hunt such as ours!" He said, with Zwei barking happily in his hands.

Ruby looks stunned for a bit until she proudly states, "I'm a genius!" She said grinning.

"I know! Up top!" Peter gives her a high five, with Weiss and Yang both face palm at the two of them.

"So, what are your orders, Doctor?" Blake asked him.

"Ah, yes, straight to the chase; I like it!" Oobleck said, letting go of Zwei, suspended in the air for less than a second before dropping down, to put his hands behind his back for a serious pose. "As you've been informed, the southeast area has been marked as a recent hot spot for Grimm activity. Now, there are several possible explanations for this behavior, one of which being... Grimm." He said.

"Uh, what?" Ruby asked him confused, as well as the rest of the team.

Peter's Spider-sense starts tingling. "I sense trouble!" He said.

"You mean the creature of Grimm approximately one hundred yards from us at this very moment?" Oobleck asked him. "Yes, that is correct."

"What?!" Yang shouted as they all turn around at the lone Beowolf wandering into the street, joining them in unleashing their weapons.

"Stop!" Oobleck told them.

"Huh?" Blake asked as they all listen to what he has to say.

"There are a number of reasons why Grimm will congregate in this particular area, the most likely of which will be their attraction to negativity: sadness, envy, loneliness, hatred. All qualities that are likely held by our hidden group harboring ill intent." Oobleck explained to them how Grimm operate.

"Oobleck, have you MET me?" Peter asked the doctor. "My life has been nothing but sadness, envy, loneliness, hatred…"

"Not…helping." Weiss said to him with a low growl while gritting her teeth in anger.

"So…What now?" Ruby asked the good doctor.

"We wait. We track. If this specimen leads us to its pack, that pack may subsequently lead us to our prey." Oobleck answered.

"How long do we wait?" Blake asked him.

"It's uncertain. Hours, days, weeks. Why, lone Grimm have been known to stay isolated from the pack for months - and there's the whole pack." He said, as five Beowolves are already following the first.

"PETER!" The four girls shout at Peter, startling him.

"Wait a minute! What did I do?" Peter asked them.

"It's probably because they were attracted to your vast amounts of sadness, envy, loneliness, hatred…" Oobleck started telling Peter the exact same words he said not too long ago.

"I GET IT! IT'S MY FAULT!" Peter shout close to his ear.

"I take it tracking them is out of the question?" Ruby asked the doctor.

"An accurate assumption, yes." Oobleck replied while cleaning his ear after Peter yelled at him.

"What's the plan, then?" Yang asked him.

"Show me what you're capable of." He told the team.

 **BGM- Dragon Ball Super OST- Frantic Battle**

Ruby swings her Crescent Rose to prepare it for shooting. "Cover your ears, Zwei!" She warned him, with the dog curling up into a ball.

A single Beowolf and a smiling Yang run towards one another, ending with the blonde knocking it out in one fiery punch as they pass. "Several stop chasing after the party girl to focus on Blake, who stands and waits with hand on her hilt until one of the enemy swipes at her afterimage, the real deal slicing her would-be attacker in half before slashing through another and cutting down on one more.

Behind the Faunus, Weiss runs from several black-coated beasts before jumping in the air and taking one down with Myrtenaster. She dashes towards them with rapier held high and slays four of them in a straight line until she stops. A wave of Beowolves are converging on Ruby, but the scythe wielder shoots multiple bullets at the oncoming force... while Zwei is busy chasing his own tail. He stops to watch his owner fire forward and, after a dramatic mid-air stare-off, cut the Grimm in two.

A few feet next to her, Peter screams out unleashing his crimson aura as a few dozens more Grimm approach him. "Let's see what happens when you mix repulsor energy with a Hadoken!" He charges up his gauntlets next to his side while simultaneously charging a Shinku Hadoken. "Shinku…" He started talking as the Grimm zeroes in on him. "HADOKEN!" He screams out, unleashing the combined might of his repulsor blast and a Shinku Hadoken, along with his crimson aura, completely eradicating the remaining Grimm, while also destroying a few broken down buildings close by thanks to his blast. "Heh! Too easy! Piece of cake!" He said with a smile while wiping his nose in a cool fashion.

 **BGM Ends**

The girls, and even Oobleck, stare at him and the destruction he caused from that blast.

"Wow!" Yang simply said in amazement.

Peter walks back to his group, confused on why they are staring at him like that. "What?" He asked with a shrug.

"Nothing, nothing." Oobleck said to him before clearing his throat. "Anyways, let's not celebrate yet, for I am certain this is the first bout of many. Shall we continue?"

"Sure, why not." Peter shrugged.

The team continues to kill more Grimm in the area while Oobleck is rooting through a plant as Grimm parts fall around him. The girls are shown to be tired, but Peter is still kicking, destroying more Grimm as they catch their breath.

"Excellent work, girls and boy! Unfortunately, there doesn't seem to be any signs of criminal operations in this sector. Oh, well! Moving on!" He said as he moves along, with the team following the doctor. Ruby sheathes her scythe and beckons Zwei to follow.

"Hey, Doc, y'know, I was actually looking forward to seeing a "pro Huntsman" in action. Like, fighting, or at least, helping us fight?" Yang irritably asked the doctor.

"Ah, but I am in action! Scouring the ruins of this once-great city for any signs of irregularity!" Oobleck said as he turns to the team. "Not every mission is filled with daring and heroism, girls and boy. Sometimes it's just a heightened form of extermination! Remember, this is a job, and you all signed up for it. I do hope you understand that." He tells them.

"Well, yeah…" Yang tries to sound more resolute with her answer. "O-Of course!"

"Hmm…" Oobleck said to himself.

* * *

Tell me, Yang: Why did you choose this line of work?" Oobleck asked the blonde.

"Huh? Well, to fight monsters and save-." Yang said before getting cut off.

"No, that is what you do. I want to know why you do it. The honest reason as to why you want to be a Huntress." Oobleck said.

"The honest reason? I'm a thrill-seeker. I want to travel around the world and get wrapped up in as many crazy adventures as I can. And if I help people along the way, then that's even better. It's a win-win, y'know?" Yang gives him an honest answer.

"I see." He simply said.

* * *

Oobleck is sitting on a high windowsill writing in his journal while Weiss fights off Beowolves below. "And you, Miss Schnee? A girl born into fame and fortune such as yourself certainly doesn't need the extra work. So... why choose this over a cushy job in Atlas?" He asked his student.

"It's exactly as you said: I'm a Schnee." Weiss started talking after impaling the last Grimm on her blade and drops the body. "I have a legacy of honor to uphold. Once I realized I was capable of fighting, there was no longer a question of what I would do with my life. It was my duty."

"Interesting." Oobleck nodded.

* * *

Blake slashes a door down and releases a swarm of Nevermores from the building, which she back-flips under before she shoots them all with her blade's pistol form.

"And what about you, Blake?" Oobleck asked her while examining the inside of the doorway. "You seem to carry yourself with a sense of purpose."

"There's too much wrong in this world to just stand by and do nothing. Inequality, corruption... Someone has to stop it." Blake answered him.

"Very well. How?" He asked her.

"I, uh…" Blake suddenly doesn't have an answer.

"Hmm." Oobleck said to himself before dashing away, leaving Blake to bow her head in troubled thought.

* * *

Ruby is using her weapon in the most practical fashion and lifting a whole turkey on the sharp end of her gun to tease a jumping and flipping Zwei with. That is, until she spots her teacher watching, quickly sheathing Crescent Rose.

"Sorry! Uh... Are we ready to keep going?" Ruby asked him.

"Nope! I believe that will have to do for today. It's going to be dark soon." Oobleck throws his bag over to Yang. "You three, set up camp in that building. Oh, and please do make sure there are no more of those... creatures. Your leader and I are going to secure the perimeter. Come, Ruby." He said as they walk away from the rest of team RWBYP, who each look at their leader, knowing what she'll be asked.

As Oobleck and Ruby round the corner of a building, she sees something makes her say, "Whaaaa…" They see a wide forest stretching below the ruin, and in the midst of it, a line of giant elephants with black and white features of animals of darkness marching through the trees. "What is that? It looks awesome!" She said in amazement.

"That, my dear girl, is a Grimm." The doctor told her.

Ruby stares at the lumbering mass of monsters in amazement and awe before pulling out her gun. "Let's kill it." She said.

"I'm afraid your sniper rifle will do nothing more than agitate a Grimm of that size." Oobleck told her.

"But…What if it attacks us?" Ruby asked him.

"Fret not, Ruby; those Goliaths are not concerned with us. Ruby, not every Grimm is mindless, or rather not every Grimm is still mindless. You see, the Grimm you see before you are so powerful, so superior to the Grimm you fought, that they've undoubtedly lived hundreds of years, and in that time between killing humans and attacking our borders, they have done one important thing: They've learned. They've learned that when they attack our borders, they're likely to die, and what we lack in strength, we make up for in will, and that killing one human will only bring more." He explained to the little leader as one Goliath swivels its thick neck to look at figures watching their procession, eyes glowing as fiery red as any other Grimm.

"Then why are they still so close to the city? What are they doing?" She asked him.

"Waiting." Oobleck replied as the Goliath turns its head forward again and moves on with its kin. Oobleck turns around and walks away as well, and Ruby puts away her weapon, not moving.

"Doctor Oobleck?" Ruby calls out for him.

"Hmm?" He said.

"I was wondering…"

Oobleck stops walking and turns back to her. "Wondering why I've been interrogating your teammates all day except for Parker?" He asked her.

"A-Actually, I was wondering... Why did you want to become a Huntsman?" She asked him.

"Look around and tell me what you see." Oobleck said to her, with Ruby taking a look around.

"Lots of old buildings, uh, empty streets…" Ruby responded.

"I see lives that could have been saved." He said, continues walking with Ruby and Zwei. "As a Huntsman, it is my job to protect the people, and although I am capable of doing it with traditional weaponry, I believe I can make a much larger impact if I do it with my mind. As a teacher, I'm able to take knowledge, the most powerful weapon of them all, and place it in the hands of every student that passes through my classroom. I look at this wasteland, and I see lives that could have been saved, but I also see an opportunity; an opportunity to study these ruins and learn from this tragedy, and therefore become stronger." He stops for his final answer. "I am a Huntsman, Ruby, because there is nothing else in this world I would rather be." He finished before he continues to walk.

* * *

Back at the building, the team, except for Peter because he's still out there somewhere, has done as instructed, building a fire in the center of the room and huddling around it or standing up.

"I can't believe we didn't find anything..." Yang said.

"We've always been fortunate enough to be in the right place at the right time. I guess we can't always have luck on our side." Blake told her.

"That's not what I meant." Weiss said, off-topic.

"Huh?"

"Earlier, about... upholding the legacy. There's more to it than that." Weiss continued talking.

"Yeah... No, me too. I mean... I don't know." Yang said, looking a bit sad and confused.

"I don't know, either. I know what I want to do, but I figured I'd always take things one step at a time." Blake said, as she too has no idea what she wants to do.

"Well, it doesn't matter. We know why we're here. Right?" Yang asked the rest of the girls, with all of them merely stare at each other until Oobleck suddenly comes rushing into the room.

"Ah, wonderful; a textbook campfire!" He said as Ruby and Zwei comes in.

"Fire!" She said, sitting down next to the blaze alongside Zwei. "So…warm…"

"Very good! Eat your dinners and hurry to bed. We have a lot of ground to cover tomorrow and we'll need you to take turns keeping watch over our temporary abode. Any volunteers for first watch?" Oobleck asked the girls.

"Yo." Ruby agreed while lifting her arm. Oobleck rushes off, and Ruby gets up to go over to her lookout point.

Ruby walks pass Yang as her sister stops her. "Hey, did Oobleck ask you why you wanted to be a Huntress? I mean... what did you tell him?" She asked her little sister.

"Hmm... No, he didn't. Weird. Oh, well; good night, guys!" Ruby said as she starts walking away without a second carefree thought, but is stopped by Oobleck in front of her.

"Girls, where is Peter?" He asked them.

"Wait! Peter's gone!?" Blake asked him.

"I haven't seen him yet. I was hoping to ask him a few questions." Oobleck said, prompting Yang, Blake, and Weiss to look down sadden, wondering what would Oobleck would say to Peter if he was here.

* * *

In the night of the destroyed city, Peter is performing some parkour as he makes his way back to his friends and teacher. "Can't believe it!" He said to himself while hopping from one rooftop to another. "I've practically searched this entire city, and still haven't found anything about Goblin. Ugh, where the hell is that lunatic?" He asked as he lands on a rooftop, next to his friend's hideout. "GOBLINNNN!" He shouts out in the quiet, night sky as his voice echoes through the air.

Inside the building, the girls, and Oobleck hear Peter nearby. "That must be him." Ruby said as they all head outside to meet Peter.

Peter pants exhausted after yelling that hard, wondering what he should do next. "Parker!" Peter looks down to the ground to see Oobleck calling for him, with the girls standing behind him. Peter jumps from the rooftop and down to the ground, next to Oobleck. "Next time, don't yelled out someone's name in unknown territory." He warned Peter, who rubs his neck embarrassed.

"Sorry." Peter apologized.

"Where were you? We were getting worried." Weiss asked Peter, who looks a bit ashamed in himself.

"I was searching through the city, hoping to find out where our enemy is located. Sorry." Peter again apologized.

"That's okay, Mr. Parker, but remember, there are somethings even heroes can't do alone. You should know that, don't you…Spider-Man." Oobleck said to Peter, catching all five teens by surprise.

"How did you know?" Ruby asked her teacher.

"Please! Me and Professor Port both knew Peter was Spider-Man ever since he started becoming late to class and always falling asleep during class. But each time that happens, I always hear the latest news about how Spider-Man saved the city around the same time Peter comes to class." Oobleck answered her question. "Come now. It's not that hard to put two and two together." He said, with the girls looking a bit embarrassed since it took them a long time to figure out his identity, well, except for Blake anyways.

"So, why are you telling me this now?" Peter asked his teacher.

"Because I wanted to ask you a question, Peter. Why did you become a Huntsman? More importantly, why did you become a hero?" Oobleck asked him, causing the girls, except for Ruby, to frown since they were received a similar question from him before.

"Isn't it obvious?" Peter asked him. "I've been given power that no other human being or faunus has, and I plan on using that power to help people, be responsible with it." He told him.

"And you decided to play superhero to help those people?" Oobleck asked him another question.

"No." Peter shakes his head.

"Huh?" Oobleck asked confused, getting the girls, even Zwei a bit confused on what he's saying.

"Each time I go out there, being Spider-Man, I keep telling myself that playing superhero isn't a game…its fate. Radioactive, mystic spider-bite level fate." Peter answers him. "Like I said, I have great power, and with that great power comes great responsibility. No matter where I go, no matter which world I'm in, I always stick to that motto. Protecting those who couldn't protect themselves, especially from threats that seem too much for me." He said to Oobleck.

"But if you know a fight is too much for you, why do you continue fighting when you know you're outmatched?" Oobleck asked him another question.

"Anyone can win a fight. It's when the going gets tough, when there seems to be no chance, THAT's when it counts!" Peter said to him.

"Interesting." Oobleck said to himself while the girls look at each other, amazed that Peter is able to answer all of the teacher's questions without a second's thought.

"I always dreamed of making a difference in the world, trying to make it a better place with my power and smarts." Peter said while staring at the moon above him. "I want to help people change to see the light, like the White Fang. Even though they are rotten to the core, I can tell they are confused, misguided, and I want to show them, through my actions, that there is more than one way to achieve equal understanding with both Faunus and Human if I don't give up." He said, not noticing that he just gave Blake some new hope for the White Fang.

"But, are you sure you can do that?" Oobleck asked Peter, prompting the kid to look at him in the face. "You should know that not everyone is meant to make a difference in the world." He tells Peter.

"I know not everyone is meant to make a difference. But for me, the choice to lead an ordinary life is no longer an option. My Uncle Ben taught me that!" Peter said as he turns his back to them, getting speechless mutter from Oobleck and the girls.

Oobleck closes his mouth and smiles to himself. "You truly are a remarkable kid, Peter Parker. He turns his head to the girls behind him, who continue to stare at Peter after what he said. "You girls could learn a thing or two from him." He said to them, with the four of them nodding at Oobleck with a smile while Zwei barks happily at him.

Suddenly, Peter's Spider-sense goes into overload as he holds onto his head and crouches onto the ground on one knee. "Peter!" Ruby shouts as they all run up to him. "Are you okay? What happened?" She asked her friend.

Peter closes his eyes as he breathes heavily. "I don't know. For a second, my Spider-Sense went into overdrive." He said as he gets up from the ground. "I'm okay. I think." He said as he turns his head to his friends, opening his eyes to reveal they are red, and his pupils change from a circle to a vertical, black line, the eyes of a beast.

"Peter, your eyes…" Blake said while pointing at Peter's eyes.

"Huh?" Peter wonders what she's talking about. Weiss takes out a mirror from her pocket and gives it to Peter, showing him his new eyes and pupils. "What the?! My eyes! They never looked like this! before"

"Doesn't his eyes usually turn red when he uses his Aura?" Ruby asked the group.

"Yeah, but he's clearly not using his Aura, as you can tell." Oobleck answers her.

"And their shape, his pupils, their different." Weiss comments on it.

Suddenly, Peter's Spider-Sense goes into overload again, this time causing him to scream in pain. "My head…Something's…going on…" He said through the pain.

"Like what?" Yang asked him.

"Uh, guys!" Blake gets her team's attention as she points to her left terrified at what she's seeing. The entire gang looks at where she's pointing and are shocked and horrified at what they are seeing, which so happens to be MILLIONS of tiny spiders crawling from the buildings and the walls as they make their way to the forest area, killing every Grimm that comes across them.

"Oh…my…god…" Weiss said, never seeing this many spiders in one place.

"Peter, is this your doing?" Ruby asked him as he feels better, with his eyes turning back to normal.

"No…but, my spider-sense…it almost feels like someone is calling to me." Peter said as he looks at the spiders moving to the forest, almost as if they are wanting to direct him to somewhere.

 ** _"_** ** _It is time to see if you are worthy of your power. Of OUR power."_** The same voice from before tells this to Peter. Peter, with a determined look, jumps into the air, quickly changing into his Spider-Man costume as he starts web swinging towards the spider army.

"Peter! Where are you going?" Ruby shouts at him.

"I don't know, but they are calling me to something! I have to find out why!" Peter tells her as he continues web swinging.

"If he's going, then I'm going!" Ruby said with a determined look.

"Same here!" Yang said, as she, Weiss, and Blake get ready to follow Peter.

"This is truly a strange phenomenon. I, too, an interested in this." Oobleck said, with Zwei barking happily, as they all run to catch up with Peter, following the spider army to somewhere in the forest area, but to where, we'll find out later.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Huh, what's a temple doing in the middle of a forest, and why is it spider-themed?**

 **Ruby: Does this have any connection to you, Pete?**

 **Spider-Man: I…I think so.**

 **Ozpin: Well, then let's see what we have here, shall we.**

 **Spider-Man: These murals, these trials, what do they all mean?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Trials of The Other (Part 2)_**

 **Oobleck: Fascinating! Oh, I must write about this in my journal!**

* * *

 **KFX here: Next chapter, Peter and the gang, including Ozpin, Glynda, and Ironwood, learn more about the Spider-Totems and the Spider-Gods. Stay tuned.**


	51. Vol 2 Issue 17: Trials of The Other

_Vol 2 Issue 17: Trials of The Other (Part 2)_

"Hey, Peter! Slow down, will ya?" Ruby shouted at the web swinging hero, as she and the rest of team RWBYP, along with Dr. Oobleck and Zwei, run as fast as they can to keep up with Peter, as he quickly swings from tree branch to tree branch in the forest next to Mt. Glenn at night, chasing down the millions of spiders to some unknown location.

Suddenly, Peter loses sight of the spiders, as if they mysteriously vanished into thin air. "Hey! Where did the little critters go?" Spider-Man asked as he looks at his left and right to find any spiders, but he doesn't sense any of them. As he looks at his front, Spidey accidently smacks himself to a tree trunk while swinging. "Uh…" Peter muttered as he lands to the ground on his back.

The rest of the gang meet up with Peter on the ground. "That's what you get for not looking what's in front of you." Weiss said to the hero on the floor while Zwei licks his mask.

Peter jumps right back up onto his two feet. "Yeah, yeah. I know." He said while rubbing his head.

"What happened to the spiders?" Blake asked while looking around her area.

"Gone, as if they vanished completely from sight." Spider-Man answered her.

"So, what now?" Yang asked him.

"We should keep moving. Something is telling me that we're close." Peter said.

"Close? To what?" Ruby asked him while tilting her head in confusion.

"That is what I want to find out." Peter said as the group start walking forward through the dark forest, but thanks to Peter's spider-light, they can see clearly in the dark.

 ** _"_** ** _You have great tools, Parker, the kind a CHILD would find EXCITING…and STOP before anything MORE exciting but also DISTURBING was discovered."_** The same, monstrous voice from before talks to Peter in his head again. **_"The CHILD never ASKED and the man never RETURNED to the question…What HAPPENS when you MERGE a MAN…with a SPIDER?"_** The voice asked Peter, causing him to gulp in silence so the others next to him won't hear it.

The group exits a part of the forest and find themselves at a clear area of it, where they look in amazement at what appears to be a large temple right in front of them, with torches around the temple for people to see, and with on top, a small carving of a large spider with a blue body and many green legs, but no eyes though.

"Holy…Is this some kind of spider-temple?" Yang asked while staring at the temple in front of them.

"Incredible!" Oobleck said with a fascinated tone. The doctor quickly zooms around the temple, admiring its architecture, taking pictures with his Scroll, and making some notes onto his notebook. "There was no record of some spider temple here at Mt. Glenn, or in Remnant at all! This is truly a historical find!" He said while pacing around the temple some more before heading back to his students. "Although, I don't see any entrance to inside the temple."

"Just what is this place, and why do I feel a strong connection to it for some reason?" Peter asked, taking a few steps in front of his team.

 _"_ _This is the Temple of Anansi, Spider-Man."_ A voice tells them.

"Ah great, don't tell me…" Peter started talking as he sees Madame Web next to the team. "Madame Web! I was wondering when you were going to show up." He said to the old mystic.

"Madame Web?" Oobleck asked.

"Some old lady with physic powers and stuff." Yang answered him.

"Hmmm. Interesting." Oobleck said while clinging onto his chin.

"What are you doing here, Madame Web?" Ruby asked her while Zwei barks happily at Web, wagging his tail.

"I came to bring a couple more friends who wants to observe this temple as well." Madame Web said, snapping her fingers to teleport in Ozpin, Glynda, and General Ironwood.

"What the?! Where are we?!" Glynda asked surprised, looking around her area until she spots the spider temple next to her. "What in the…" She stares at it in amazement.

"Ozpin? What are you three doing here?" Spider-Man asked the three adults that appeared next to the temple.

"We just wanted to find out what you found yet…" Ozpin said as he stares at the temple himself. "And I must say, we are off to a good start."

"There was never any readings of some sort of temple here at Mt. Glenn. How is that possible?" Ironwood asked while staring at the temple himself.

"Madame Web, what did you say this temple was called again?" Blake asked the physic.

"Like I said, this is the Temple of Anansi, the Spider God." Madame Web answered her, getting a complete shocked reaction from everyone in the area.

"Wait a minute, did you just say: Spider God?" Weiss asked her while pointing at the old crone.

"Yes, I did. It's Peter's namesake after all." Madame Web said, causing everyone, including Zwei, to stare at Peter.

"Saywhatnow?" Peter immediately said, lost and confused.

"Okay, I'm confused. There's a thing called a Spider God?" Ruby asked while scratching her head.

"That is correct, young Ruby." Madame Web.

"I don't buy it." Peter said while crossing his arms, not believing anything what Madame Web is saying at the moment. "Look, this is great and all, but I don't see how there is some connection between me and…all this." He points at the temple next to him.

"Let me get this straight. You come from an another dimension where you run around with Thunder Gods, Sorcerers Supreme, aliens, ghost, demons, guys who turned to sand and immortals with cosmic powers…and you don't believe in this or the existence of a Spider God?" Madame Web asked him.

Peter raises one finger into the air, wanting to retort, but looks back at the temple and then back at her, dropping his finger. "…Okay, point taken." He simply said.

"I'm so glad we don't live in a world like THAT." Glynda said while crossing her arms. "I don't think my sanity will last 6 months if I lived on Earth." She said.

"Anyways, Peter, this temple will answer all your questions about the Spider-Totems and why you are considered a special totem." Madame Web said.

"Will it answer why a random voice keeps talking in my head lately?" Peter asked her.

"Most definitely." She replied.

"But, how can we get in? There's no entrance to inside the temple." Weiss asked the old lady.

"Maybe we can create our own entrance?" Yang smiled, slamming her fist together.

"OR, you can let Peter find the entrance without angering the gods." Madame Web told her, making Yang to laugh nerviously.

"Hmmm." Peter looks long and hard at the temple in front of him, using his Spider-Sense to find the secret entrance to the temple. "Eeny, meeny, miny…" Peter jumps up to the stone carving of the large spider on top of the temple. "Moe!" He presses a button on the stone spider's head. Suddenly, a small tremor happens as the temple starts to rise a bit, revealing another layer of ancient ruin, while also revealing the entrance to the temple.

"You found it! Great job, Peter!" Ruby shouted from the ground, with Peter giving her a thumbs up from the wall. Peter turns his head back to the green and blue stone spider carving on the wall, staring at it with extreme concentration. His lenses turn red for a second, before he wipes his eyes, turning them back to normal before hopping down to the ground as the rest of the group meet up at the entrance. Ruby turns around to see that Madame Web isn't following them. "Madame Web, aren't you coming along?" She shouts at the mystic.

"I'm afraid you'll have to do this on your own for now! Just stick close to Spider-Man and everything will be okay! Good luck everyone!" Madame Web told them before disappearing.

"Well then, let's see what we are getting ourselves into." Ozpin said.

Peter nodded as he enters the temple first, then the rest of Team RWBYP, then Zwei, Oobleck, Ozpin, Glynda, and finally Ironwood, as they all enter the temple, not noticing the stone spider carving on top of the temple to glow green and blue.

As the big group walk around the lit up temple, helping them see in the dark, they spot a number of small murals on the walls, with each of them having a spider carving.

"Does anyone else feels like we're being watched?" Yang asked, feeling a bit creeped out as they walk through the ruins of the temple.

"Are you sure it's not Oobleck zooming around the place taking notes of everything?" Spider-Man asked her, as Oobleck zooms right pass him as he writes another thing in his notebook.

"Fascinating, simply fascinating!" Oobleck said while observing the murals on the walls.

"Glad someone is enjoying themselves but I agree with Yang, something about this place I don't like." Glynda said while looking around her area as they continue to walk.

"Don't be so scared, Glynda. If anything happens, we'll solve it." Ironwood comforts her.

"We're all experienced fighters here. As long as we stay together, we can handle anything." Ozpin said to the team.

As the team continues to walk around, observing each mural and carving of each spiders, Zwei starts to whimper in fear. "Zwei, are you okay? What's wrong?" Ruby asked her dog, crouching down to comfort him.

 **BGM- Spider-Man 3 Game OST- Black Tension**

Suddenly, Peter's Spider-Sense starts tingling, moving his arm to stop the team from continuing to walk. "Quiet. I sense something." Peter whispered to her.

"Like what?" Yang asked him.

Peter gets into fighting position, sensing that the danger is coming close to them. "They're coming." He told the team.

"Who's coming?" Glynda asked him.

Peter turns his head towards her. "We're in a spider temple in the middle of nowhere. Take a good, wild guess what we might come across." He said to her. He then turns around as they start to hear noise coming for them. "Get your weapons ready, everyone, and probably some bug repellent." He said.

"Wait, you mean we're facing…" Weiss started talking until they all notice a couple of black, spiky creatures on eight legs and six eyes. "Grimm?"

"Worse…Spider Grimm." Spider-Man corrected her.

"S-Spider…" Ruby said, a bit terrified and scared.

"G-G-Grimm." Blake said, also terrified and scared.

 **BGM Ends**

As a Spider Grimm was about to lung at him, Peter quickly attaches a web line at it and throws it back at some other Spider Grimm that are approaching them.

"Never knew there was an existence of Spider Grimm!" Ironwood stated, using his gun to shoot at some of the Spider Grimm that are approaching him.

"There's a lot we still don't know about Grimm, James…" Ozpin started talking, using his staff to destroy some more Grimm. "But I feel these ones in particular are somehow different from the normal Grimm." He said while he continues to fight some more Spider Grimm.

"Besides the fact they are gross and creepy looking!" Glynda said, using her telekinesis to push away some more Grimm into each other, destroying them entirely.

"Ew, ew, ew!" Ruby keeps repeating, using her gun-scythe to kill the incoming Spider Grimm.

"These bugs better not get close to my hair or they will be sorry!" Yang said, punching a few more Grimm that keeps lunging at her.

"Ahhh!" Everyone looks at where Spider-Man is at, as a number of Spider Grimm start to overwhelm him, covering him up with their bodies.

"Hey! Leave him alone!" Weiss said as she is about to strike to save Peter, but a Spider Grimm webs up her rapier to her hand. "AWWWW! EW! EW! GET IT OFF!" She said while flailing her arm around in the air.

"Don't worry, I got it covered!" Blake uses her weapon to cut off the webbing from Weiss' hand.

"Whew, thanks Blake!" Weiss thanked her.

"No problem!" Blake said with a smile.

"Hrrrrrraaaggghh!" Peter said from under all of the Spider Grimm that piled up on his body, doing something to his suit. Spider-Man powers up his Crimson Aura to break free from the Grimms' grasp on him, but they made some design changes to his suit. The only differences are that his red, mid-section on his chest now has the shape of a red spider, and his small black spider symbol is now white and is much bigger, same thing with the spider symbol on his back, which is also thinner and white. A few of them got killed from his burst of energy while a few land on the floor in front of Peter, as the creatures start to look at Spider-Man for a few seconds before all of them retreat from the group. "Huh?" Peter asked confused as he powers down, with his white spider symbol on both his back and front turn back to normal, but his mid-section still remains that of a spider.

"Hmm. That's odd. Why did they retreat like that?" Oobleck asked, wondering why the creatures suddenly stopped attacking and left.

"They did something to my suit, and I feel like they…recognized me." Peter answered his question while checking out his slightly altered costume.

"How can you tell?" Ruby asked him.

"Recently, I gained the power to sense the feelings from insects, particular spiders." Peter told her.

"Wait, so you can talk to spiders now?" Weiss asked him.

"No, but I can tell if they are hurt, or confused, or curious about something." Peter answered her.

"And they seemed to recognize you for some reason. Why is that?" Blake asked him.

"If we keep moving, we may find out." Peter said, as the group continue trekking through the temple.

* * *

As the team continue to explore the temple, going up different stairs and whatnot, they come across a chamber with what appears to be a wall of text, below another giant mural of the same spider from outside the temple, along with some other giant murals next to it.

"What's this?" Yang asked as they look at the writing.

"Let me see." Oobleck said as he walks up to the writing, inspecting it closely.

"What does it say, Dr. Oobleck?" Ironwood asked the doctor.

"From what I can gather, it appears to summarize the Spider-Totems, as well as some Great Weaver." Oobleck told the group.

"Great…Weaver." Glynda said.

"Does this ring any bells, Peter?" Ozpin asked the spider hero.

"Nope." Peter said while shaking his head. "But…for some reason, I think I might know something about it." He said, sounding a bit unsure with himself.

 **BGM- Sonic Adventure OST- The Past**

"Let me start reading from the top." Oobleck said as he looks at the first line of text. "There was a man named Kwaku Anansi, a wise, old man and a member of the Vodu, a race of extra-dimensional beings still worshiped as gods who lived in the West Africa country centuries ago, which is now called Ghana." He started explaining the story to the group.

"West Africa?" Blake asked, never hearing of a country named that.

"It's a country from my world if you haven't guessed." Peter told her.

"But why would a temple from Earth be here in Remnant?" Glynda asked him.

"Don't look at me. I'm still new to this mystic mumbo jumbo." Peter said.

"Continue, Dr. Oobleck." Ozpin told the doctor.

"They say that Anansi looked more like a spider, and traveled across Africa on strong web strings, learning the ways of distant people." Oobleck continued explaining the tale about the Spider-God. "Soon, he had seen all there was to see, had traveled the land from shore to shore, and climbed and webbed his way to the highest point. But he yearned to see more, to learn more, to see past the horizon, to the world beyond the one he knew. So, he resolved to climb beyond where any had gone before, into the sky itself, where Nyame, the sky-god, lived, because Nyame was the keeper of all the stories of the world, past, present, and future. He climbed higher than any man had climbed before. He climbed for longer than there are words to describe. He climbed until he disappeared, passing beyond the edge of the mortal world. When he reached the end of his journey, Anansi asked the sky-god for his stories and his wisdom of the mortal world and the world beyond, but it was at a cost, but Anansi was willing to do anything for his goal to be reached. He served the sky-god for almost as long as he lived, capture those he asked for in his web, and turned his face toward the sky-god, all which Anansi agreed with. With that, Anansi passed forever from the eyes of the waking world, passing his knowledge through a Great Web he created, effectively becoming the spider-like totemic deity known as…The Great Weaver." Oobleck finished explaining the story of Anansi to the rest of the group.

"So, the Great Weaver was the one who created the Web of Life and Destiny." Blake said.

"Indeed. It is the source of all Spider-Totems, a class of multiversal supernatural entities that are all linked to the Great Web, the source of power of all Spider-Totems." Oobleck said to them. "It says that Spider-Totems can be select individuals within any universe, giving that person arachnid-based powers as a result of being connect to the Web of Life."

"That kind of sound like the Maidens from the stories." Weiss spoke up.

"Maidens?" Peter asked her, never hearing about the Maidens before.

"The Maidens are the hosts of vast natural power that existed in Remnant for thousands of years, and are said to be the physical embodiment of the four seasons: Winter, Spring, Summer, and Fall." Ozpin explained to Peter.

"But they don't actually exist. They're a legend. Something our parents tell us before we go to bed." Yang said, as Ozpin, Glynda, and Ironwood look at each other funny.

"Yes, but unlike the Maidens, Spider-Totems are very, very real, especially the other deific Spider-Totems." Oobleck spoke up.

"You mean there are more Spider Gods in the multiverse?" Ruby asked the doctor.

Oobleck nodded his head in response as he turns back to the writing on the wall. "It is said that the Great Weaver created these ancient Spider Gods before he died, passing on his role of weaving the Web to the Master Weaver. These four special totems: The Gatekeeper, the Bride, the Scion, and the greatest one of them all, The Other." He explained.

 _"_ _The Other…"_ Peter said in his thoughts while clinging to his chest tightly.

"These Spider deities, along with the Master Weaver, are responsible for maintaining different aspects of the Web." Oobleck continued. "BUT, it is said that before he died, the Great Weaver reincarnated into a small spider so he can choose someone to represent his work and legacy as his Avatar, a human being that he saw great potential in before the spider bite, one that he found at the center of the Web, that person…is you, Mr. Parker." He said while pointing at Peter, getting him, and everyone else to look at him shocked.

"Huh…" Peter said, practically speechless.

"Because of Anansi becoming the Great Weaver, he sends his spiders across the multiverse to see the world he left behind, so there is little he does not, and less still that happens by accident, and when he saw you, Peter, he saw that you have what it takes to strengthen the strands of the Web of Life." Oobleck explained to Peter. "For a while, the spider's gifts can be stolen, borrowed, or impersonated, only once were they given freely. In the intersection between science and the spider. Science allowed it to happen. But science is new, and the spider is old. The science was random. The placement in a room filled with possibilities deliberate. There is no contradiction. You are a child of the spider and a child of science. You are the product of neutrons and photons, of the dance of DNA and radiation, intertwining and exchanging information and intentions. But your voice is the voice of the spider, a voice that is older than humankind itself, and to acknowledge the one is to acknowledge the other." He finished explaining the story to everyone, mostly to the shocked Peter, who looks like he wants to faint right now.

 **BGM Ends**

"I, uh, Whaaaa…" Peter said, not knowing what to say.

"Well then, that was interesting." Ozpin said.

"So does this mean that Peter is some sort of Spider God himself?" Ruby asked Oobleck.

"Well, considering that the Great Weaver chose him as his Avatar, as well as reincarnating into the spider that gave Peter his powers, I would say he's more of a Demigod." Oobleck said.

Ruby quickly turns her head over to Peter. "So cool! You're practically a God now, Pete!"

"Well, more like a Spider Demigod." Weiss corrected her.

"Still, a god is still a god." Yang said.

"True."

"So, Pete, how do you feel?" Blake asked him if he's okay.

"Honestly, for the first time in my life, I have nothing to say about this. This is just…" Peter tries to say something but stops and groaning to himself. "I need a vacation." He said while lowering his head. Just then, his Spider-sense starts tingling to danger close by, "Huh?" He said while raising his head to the air.

 **BGM- Sonic Adventure OST- Strain**

As the team looks to their right, they see thousands of tiny spiders coming out of some holes in the walls.

"AHHH! SPIDERS!" Ruby screamed in terror.

"Wait! Calm down! They aren't here to hurt us!" Peter told them.

"Huh? You sure?" Ruby asked him, with Peter responding with a nod.

As the team stays still in place, the spiders start to take form, looking more humanoid and with yellow eyes. **_"Spider-Man…Welcome."_** The creature started to talk as it looks at Peter.

"Who are you?" Peter asked the creature as he takes a fighting stance.

 ** _"_** ** _I am the Gatekeeper, the Spider God that is responsible for controlling the mystic forces of the multiverse."_** The Gatekeeper introduced himself.

 **BGM Ends**

"So, you're the Gatekeeper. What do you want?" Ironwood asked the human-shaped bug.

 ** _"_** ** _I have been sent to talk to Parker about his powers and why he was worthy of getting them."_** The Gatekeeper said, getting Peter's full attention. **_"Two years ago, back at that demonstration at the Oscorp building, out of all the students and people that were present at the time, Peter was chosen to gain his spider powers by me and the Great Weaver, due to his anger over being bullied and unable to fight back, making him a natural hunter. Now I am here by a special request from the other Spider God to see if Peter is truly worthy to receive the full extent of THEIR power."_** He told them.

"Who's power, may I ask?" Ozpin asked the Gatekeeper.

 ** _"_** ** _The power…of The Other."_** The Gatekeeper answered him.

"The Other…" Ruby said.

 ** _"_** ** _Yes, the Great Spider-Totem God, the manifestation of Peter's spider abilities, the true source of every spider's power, THAT Other."_** The Gatekeeper said to them. **_"You see, even though Peter hasn't fully evolved yet, not shedding his skin during his hibernation because of some unknown reason, he should have gotten to the point where he should have full access to The Other, power that might help him beat the Goblin, but the boy seems reluctant to use it or learn more about it. Even after giving the boy a taste of his new power like enhancing his strength, agility, as well as giving him psychological awareness of the environment, and even recently talking to him through his mind, the boy simply passes it off and tries his best to ignore it."_**

"Well, maybe if this Other guy could stop speaking in riddles as if he's getting them from a fortune cookie, how else would I understand what he's saying." Spider-Man said to the Gatekeeper.

 ** _"_** ** _The only reason he even started talking to you was to encourage you to embrace your spider-like abilities, but he was getting impatient, and started to wonder if you are truly worthy of his great, and immense power."_** The Gatekeeper said to him.

"But, why me? I'm already the Avatar of the Great Weaver, which I still can't get over with, so my room is already full." Spidey said while rubbing his head.

 ** _"_** ** _A few Spider-Totems in the multiverse who received the power of The Other weren't able to handle his power, losing control over themselves in the process. He figured that the Avatar of the Great Weaver might be his only option, but he won't know if you don't accept him. That is why I've been sent here to see by him, to see if you are worthy of becoming his receptacle."_** The Gatekeeper said to Peter, who looks a bit unsure about this.

"Can't I schedule an appointment like next week, I'm kind of busy at the moment." Peter told the Gatekeeper.

 ** _"_** ** _If you and this world plan to survive, you must do it today, otherwise, I will strip you of your powers for good."_** The Gatekeeper warned him.

Peter nerviously laughs at his statement, can tell from his eyes that he's not joking. "Guess I have no other choice then, do I?" He asked.

 ** _"_** ** _Good. Follow me."_** The Gatekeeper suggested as he enters the next room, where Peter and friends follow suit. They enter a giant, blue chamber where on the ground is a giant, stone statue of the Great Weaver spider, planted onto the ground, with four holes at the end of one its legs.

"Whoa…" Peter was at a loss of words as he can sense this is the Great Weaver on the ground.

The group arrives at the center of the statue, where the Gatekeeper stops walking and turns to the group. **_"There are four trials that you must complete, each hole dropping you to an enemy. If you managed to beat that enemy, you gain one of these four orbs."_** The Gatekeeper said, showing them four orbs of different colors: yellow, white, blue, and green. **_"Complete these trials, and the final door to your last test will reveal itself. Beat that, and The Other will see that you have what it takes to be his host."_** He explained the conditions of the trials to Peter and his friends.

Peter turned to Ozpin. "Will I get extra credit if I win?" He asked the Headmaster.

"That is if we survive." Ozpin replied.

 ** _"_** ** _For this test, Parker and Parker alone must beat it, but you are free to follow him and observe his battles."_** The Gatekeeper said.

"What makes you think you can stop us, huh?" Yang asked the creature. The Gatekeeper snaps his fingers, turning everyone except for Peter into their astral form. _"Wait a minute. How…"_ Yang started talking while looking at her light blue body.

 ** _"_** ** _You underestimate my power, girl."_** The Gatekeeper said to her.

Peter tried touching Ruby's hair, but his hand pass right through her. "Whelp, this sucks." He said.

 ** _"_** ** _I'm sure you, Peter, will be able to beat these trials if you want to prove yourself to your Other."_**

"Prove to him that I'm devilishly handsome and amazing? Don't know why I have to do this, but if he wants to see what I'm capable of, then so be it." Peter said while stretching his legs.

 ** _"_** ** _Good luck, Spider-Man. Hope you survive the experience, for everyone's sake."_** The Gatekeeper said before disappearing from the room.

 _"_ _Well then, Peter. Even though we can't help you fight, we'll be there for moral support."_ Ruby said to Peter before holding onto Zwei. _"Even Zwei here will support you, won't you Zwei?"_ She asked her dog, causing it to bark happily.

"Thanks, Rubes. So, for my first choice, how about we head over to that hole over there, huh." Spider-Man suggested, pointing to the first hole at the far left of the room.

 _"_ _Well, you're the one in charge here, so it's your decision to make."_ Ironwood said.

"Sweet!" Spider-Man said as he runs up to the first hole. "Last one in is a rotten egg!" He said as he drops down to the hole.

 _"_ _We should go before he does something stupid."_ Weiss said as they all start running over to the hole Peter dropped into, chasing him down to some new area.

* * *

Spider-Man and the others drop down one of the holes from the Great Chamber and lands in another lit up chamber.

 _"_ _Where are we?"_ Blake asked as they take a few steps forward.

"Don't look at me. I didn't build the place." Spider-Man replied. Suddenly, his Spider-Sense goes off. "Whoa. Spider-Sense is going nuts. Who's-?" He is interrupted as a creature wearing a lab coat and green skin pins him to the ground.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Carnage - Trail of Blood**

 ** _"_** ** _Rraaaaagggh!"_** The creature roared at Spider-Man as he tries to bite his head off, but Peter kicks him in the chest, knocking him across the chamber.

 _"_ _What was that? A lizard?"_ Weiss asked as they see the reptile slowly get up from the ground.

"Not A lizard. THE Lizard." Spider-Man told her, as he is familiar with the creature in front of him. "Dr. Conners! Curt! What are you doing here?" Spidey asked him as he walks up to the Lizard.

 ** _"_** ** _Sssspidddder-Maaaannn! I musssst kill you!"_** The Lizard snarled at the Spider, ready to lung at him again.

"It doesn't have to be this way, Dr. Conners! Please, tell me what's going on? Why are you in this dimension?" The Spider asked the reptile, but his words fall on deaf ears as the Lizard lungs at him again, trying to claw away his mask, but Peter punches him in the face, webs him up, and throws him to a nearby wall. Spidey then jumps back to the rest of his Astral friends.

 _"_ _Peter, who is this guy?"_ Ruby asked the hero.

"His name is Dr. Curt Conners. He's a famous biologist from my world. One day, he lost his right arm when he was at war, and spend most of his career trying to find a way to grow it. He decided to use reptile DNA in hopes of re-growing his arm, and it worked, but at the cost of him turning into a lizard monster. I had to fight him a few times, always using a cure to change him back, but as if fate hates him, he always, somehow, turns back to the Lizard." Spider-Man explained the Lizard's origin story to the team.

 _"_ _But that doesn't explain why he's here in this dimension."_ Ironwood told him.

They see the Lizard coming right at Peter again, using his razor sharp claws to attack, but thanks to Peter's new Vibranium/Adamantium suit, it doesn't leave that much of a scratch. Switching tactics, the Lizard uses his tail to whip at Peter, but the hero catches it with his hands.

"Conners, I thought we talked about this! I will never be impressed by your tail, no matter how you whip it!" Spidey said, throwing the reptile to another wall, but the creature saves himself by attaching to the wall and starts wall-crawling. "Hey! Wall-crawling's my shtick! Hey, if you start spinning web, I'll sue!" Peter shakes his fist at the creature and jumps up to tackle the Lizard, just as it lungs straight at Peter. Using his Ice Webbing, Peter attaches a cold web line right at Conners, weakening him enough so the Spider can throw him to the ground, with the hero stomping on him as he lands. "Yeah! Don't think I've forgotten that you are weak to anything cold, you slithering iguana!" The Spider said as he jumps away from the Lizard.

 ** _"_** ** _Sssspider…"_** The Lizard said while clinging to his head, still weak from the ice. Without taking a chance, Spider-Man kicks him so hard in the head, he knocks him through the wall and into another chamber.

 **BGM Ends**

 _"_ _Hope he won't have a concussion from that."_ Yang said as the group meet up with Pete.

"I just hope I didn't hurt him too badly." Spider-Man said, feeling a bit concerned and worried. "I know that through that thick, green skin, Dr. Conners is still there, and I don't want to abandon him when he needs help." He said as he swings through the big hole he made, with the others following behind him.

The team enters another chamber, where they see Dr. Conners, now in human form, leaning down in front of another wall. "Doc…" Spider-Man said as he lands in front of Conners. "Thank goodness you're okay." He said, feeling relived.

"I…will be…after I finish you…" Conners said as his entire body starts twitching.

"Don't say that, Doc! That's the Lizard talking! Think about your wife and son! They need you, Curt!" Spider-Man reminded him of his family, the only people he truly cares about and would never hurt.

"I'm…sorry…" Curt said as he stands up from the ground while leaning on the wall behind him, while also his entire face turns green and scaly. **_"I have no choice!"_** He said in his lizard voice, as he starts crying in pain. His body starts changing again, but it's different than the times he turned into the Lizard. Huge spikes erupt from his backside, ripping off his lab coat. Spider-Man and the others jump away from the transforming Conners, watching in horror at what he is turning into. Conners' body starts to get huge, turning himself into a more, monstrous version of the Lizard, as he now has huge fangs around his mouth, and spikes going down his back, all the way to his tail.

 **BGM- Spider-Man 3 OST- Lizard Tension (Part 1)**

"Dear God…" Spider-Man said horrified as this giant lizard pounds the ground and roars violently at the group, almost to the point its hurting their ears. "Conners never turned into this before!"

 _"_ _He must have turned into some sort of…Mega-Lizard!"_ Ruby gave him a name while still being terrified.

The Mega-Lizard charges straight at Spider-Man and his friends, prompting them to dodge out of the way, even though those in their Astral forms doesn't have anything to worry about since he can't touch them.

"Dr. Conners! Curt! Are you still there?" Spider-Man asked the giant reptile, but all he gets in return is another monster roar from the raging Conners. "Guess not!" Peter said, rolling out of the way of another Lizard charge. "What is going on!? Why did Conners transform into that!? He's out of control!" Peter said, jumping above the Mega-Lizard, shooting some Ice Web pellets at the monster, but all it does it provoke him, swiping his tail at the Spider, knocking him to a nearby wall.

The Mega-Lizard shoots out acid vomit from his mouth, right at Spider-Man. "Ew! Gross! You should really consult a doctor about your sickness, doctor!" He said, dodging the acid vomit until he regroups with his friends.

 _"_ _This is definitely a problem."_ Ozpin said.

"Thanks for pointing at the obvious, Oz!" Spider-Man said as he shoots out webbing at the Mega-Lizard's face, blinding him temporarily.

 _"_ _Do you have a plan, Spider-Man?"_ Oobleck asked him. _"This is your trial and your enemy. You should know a way to beat him."_

"He's not my enemy, he's my friend! But you're right, if I want to save him, I have to put him down!" Spider-Man said as the Giant Lizard rips off the webbing from his face, roaring angrily at Spider-Man. As the Mega-Lizard charges at Spidey, he tries to swipe him with a claw swipe, but the hero ducks under it in time before hopping onto one of his horns. He drops down to his mouth, right in front of his face, with the Lizard trying to wipe him away with a claw swipe, but the little Spider jumps away from it in time, shooting out more webbing at his eyes, blinding him, before attaching himself to the back of the Lizard.

"Alright, Doc! This won't kill you, I hope!" Spider-Man said, shooting out Micro Coiled Z-Metal from his web shooters thanks to the improvements to his new suit, surrounding the Mega-Lizard. Peter powers up his Crimson Aura as he activates his 'Bug Zappers,' shooting out electricity at the Lizard, and combined with his powerful aura, makes the electricity even more painful as the Lizard roars out in pain. After he had enough, the Lizard lies down in pain and defeat on the ground as Spider-Man jumps from his back and onto the floor. "I'm sorry, Doc. The nightmare is over." Spider-Man said to the unconscious Dr. Conner.

 **BGM Ends**

The rest of the group walks up to Spider-Man and the knocked out Conners. _"Will he be okay?"_ Ruby asked Peter.

"I hope so. We need to take him to a hospital, and figure out how he came to this dimension in the first place." Spidey said, crouching down next to Conners. Suddenly, Conners fades from sight and turns into a yellow orb. "Wait a minute! Conners…"

 _"_ _Appears to be an illusion created by the Gatekeeper."_ Ozpin theorizes as he thinks to himself.

 _"_ _Guess that explains why he was here."_ Blake said with a shrug.

 _"_ _But why him? What does a Lizard have to with a spider temple?"_ Yang asked, but known of them knows the answer yet.

Peter grabs the yellow orb that came from Conners, but it suddenly enters inside Peter's body. "Ooookay…" Peter said.

 ** _'_** ** _It would appear that you have completed the first trial, young spider!'_** The Gatekeeper said in everyone's mind.

"The Gatekeeper?" Peter asked it.

 ** _'_** ** _What you just absorbed was the Orb representing the Master Weaver, the current Weaver of the Web of Life and Destiny after the passing of the Ancient Great Weaver.'_** The Gatekeeper started explaining to them. **_'Using the Great Web, he can alter all of reality by snapping its strands in two. This is one Spider-God you do not want to provoke unless you want you and your dimension to be destroyed entirely.'_**

"Yeah Weiss." Spider-Man said to her, earning an angry growl from the ice heiress. A bright light beacons for the group, teleporting them back to the Great Chamber of the Great Weaver.

 _"_ _Whelp, that's one trial down."_ Glynda said.

 _"_ _And three more to go. Are you ready…Peter?"_ Ruby asked him, but notices that something is off about him.

"What?" Peter asked, not sure why everyone is looking at him weirdly.

 _"_ _Um, Peter, look at your arms."_ Weiss said, pointing at his arms while still looking at him strangely.

"What? Are you interested in see my amazing muscles?" Spider-Man asked, flexing not one, not two, NOT three, NOT four, NOT five, but SIX arms. Peter takes a quick glance at his six arms, which thankfully didn't make a hole through the suit, but that is the least of his worries. "AAAAAAHHHH!" He yelled out as he uses four of his arms to hold onto his head.

 _"_ _Calm down, Peter."_ Ironwood tried to comfort him, but it's no use as Peter is weirded out of his mind.

"Calm down?! How can I calm down when I have six arms?! SIX arms!" Peter frantically asked Ironwood, still completely weirded out by this. "I can't go out to public like this! They'll think I'm some sort of freak! Oh, why does this have to happen to me!?" He asked, still holding onto his head.

Zwei barks as Ruby rubs his head. _"Well, hopefully, after we finish these trials, things might turn back to normal, I think."_ Ruby said to try and help Peter relax.

 _"_ _Just take it easy, Peter. Let's finish these trials and see what happens next, okay?"_ Yang asked him.

Peter groans as he doesn't feel like moving onto another trial, not knowing what might happen to him if he completes another trial, but it's the only option left he has in hopes of curing himself and finding out more about The Other. "Alright, fine, let's continue. But just to let you know, I'm NOT looking forward to this next one at all." He said as he falls down the next hole, with the others falling him not far behind.

* * *

 **BGM- Spider-Man 3 Game OST - Scorpion #1**

Spider-Man and his Astral friends land down into another chamber, where another familiar enemy of the Web-head awaits them, well mostly Spidey since the guy in the scorpion suit can't really see them.

"Couple of dimensions from home and who do I bump into, but my favorite metal tailed maniac!" Spider-Man said, getting the Scorpion's attention.

"Spider-Man?! What are you doing here, and why do you have six arms?" Gargan asked the six-armed Webhead.

"I heard there was a cosplay party today and I wanted to dress up like Doc Ock, but it didn't work out so well!" Spider-Man told him.

Scorpion laughed from seeing Spidey looking more like a freak. "Look at you with those six arms of yours! You're even more of a freak than me!"

"It's a good thing I don't have the face of a freak! You've been winning that same award for the past year!" Spider-Man mocked him, getting Scorpion angry.

"You're going to pay for that, Wall-Crawler!" Scorpion declared, shooting out an electrical blast from his tail and at Spider-Man, who easily dodges it as he jumps away and back to his friends.

 _"_ _Who's the guy that decided to cosplay a Death Stalker?"_ Yang asked Spider-Man.

"His name is Mac Gargan. He was just your average joe until J. Jonah Jameson decided to hire a man named Dr. Farley Stillwell to give him powers and a suit of a scorpion to destroy me." Spider-Man answered her.

 _"_ _And yet you still work for that Jameson guy even though he hired someone to kill you."_ Weiss said.

"Just goes to show you how much my life suck." Spidey replied with a sigh.

"Who are you talking to?" Scorpion asked the Wall-Crawler since he can't see the Astral forms of Spidey's friends.

"Just my adoring audience." Spidey replied.

"Aww, is the Spider that lonely that he has to resort to talking to himself?" Scorpion teased him.

"Well it does help me ignore your teasing, and your breath!" Spidey replied, waving one of his hands in front of his face.

The Scorpion growls in rage and uses his tail to swipe at Spidey, but the hero jumps high into the air to dodge it. Gargan then decided to use his tail to shoot out acid pellets right at the airborne Spider, but using his amazing reflexes and agility, dodges each pellet and shoots a web ball at Gargan's face, temporarily blinding him as the Spider lands back on the ground next to Gargan.

"The fist-bone is connected to the face-bone!" Spider-Man sings as he punches Gargan in the face.

"What did the five fingers say to the face? SLAP!" Spidey joked as he punches Scorpion in the face again.

"Rrraaaaggghh!" Scorpion roars in anger as he rips off the webbing from his face and grabs Peter with his arms, giving him a painful bear hug, as he feels Peter's bones crushing. "Don't bother trying to break free, Web-head! I've always been stronger than you! Now give up!" He said to Spidey, who struggles to break free from Scorpion's grasp.

"You do remember I have the proportional strength of a spider, right?" Spidey asked Scorpion as he slowly breaks free from his grasp, surprising the villain. "And with these six arms of mine, break free from your sweaty arms would be a snap!" He said, completely breaking free from Scorpion's grasp. "And unlike you, Gargan, I've actually picked up a few new moves since we last met! Want to see them?" He asked as he rushes right at Scorpion, using his Spider-Fu to effortlessly beat the villain while also ripping off his mechanical tail from his backside, beating him.

 **BGM Ends**

 _"_ _Way to go, Spidey!"_ Ruby and the other girls cheered for him from the sidelines.

 _"_ _The kid is a lot more impressive than I thought."_ Ironwood said, impressed by Peter's skill and power.

 _"_ _The boy may be annoying at times, but even I'll admit he's incredible when in combat."_ Glynda commented.

"You know, despite my recent freak out, having six arms isn't so bad." Spidey said while looking at his six arms. "Uh, but then I would have to create more web-shooters and I don't have the time, or money, for that."

"Darn it!" Scorpion said in anger, punching the ground he's lying on. "If only I had more power, then maybe I can finally kill you!" He said while lowering his head in shame and anger.

"Keep dreaming about that, Mac! Heck, I'll probably still beat you in your dreams!" Spidey said while walking up close to Gargan, who hasn't move an inch. "Now, even though we're in another dimension, I'll make sure to tell the police to give you a nice, comfy cell when we get back to the city." He said as he stands in front of the crouching Scorpion. "Gargan! Hello? Can you hear me? Is that suit on too tight or-?"

 **BGM- Spider-Man Shattered Dimensions OST - VS. Scorpion - Aberration**

 ** _"_** ** _RRRAAAAAAGGGGHHH!"_** Scorpion lets out a monstrous roar right at Spidey's face, as his body starts to increase in size, making him slightly taller than he already was, with his height now roughly seven feet. His eyes start turning green as his body turns into a more scorpion-like appearance, which includes: a giant claw where his right hand should be, tail, green skin and eyes, venomous fangs, pincers on face, talons on left hand.

"Uh…Gargan, what nice, giant teeth you have." Spidey said, while trying his best not to sound very scared. "Have you seen your dentist lately? They'll probably ask how many teeth you grown in the past few minutes." He asked him, with his only response is a loud, monster roar from the mutated Gargan, who uses his new tail to swipe at Peter, knocking him to the floor.

 _"_ _He mutated, just like with the Lizard."_ Blake notices as Peter is currently fighting the mutated Scorpion.

 _"_ _Your right, Blake. And just like with Dr. Conners, Gargan has lost all control of himself, becoming a full monster with no signs of his humanity."_ Oobleck said to her.

 _"_ _Now he looks more like a green, humanoid Death Stalker."_ Weiss pointed out.

 _"_ _Whatever the case may be, I have faith that Peter will find a way to beat him, just like with Conners."_ Ozpin said.

The mutated Scorpion swings his tail rapidly at Spider-Man, who barely manages to duck and dodge each swipe, with the last one accidently getting stuck onto the ground. "Is it stuck?" Peter asked the Scorpion as he struggles to get his tail out from the ground. "Here! Let me help you with that!" He said as he charges at the monster, using his six arms to deliver an insane rapid fire assault at him, getting him unstuck from the ground, dazed for a bit before Peter attaches a web line onto his chest. "GET OVER HERE!" Peter said in a deep voice, pulling Gargan close to him before uppercutting him in the jaw, knocking him to the ground. "No response! Come on, Gargan! I thought you of all people would get that reference, or am I mistaking you for the guy in the ninja costume?" He asked himself.

Scorpion gets up from the ground and roars at Peter again before jumping onto one of the pillars in the chamber they are in, using his tail to shoot out eggs around Spider-Man. "Oh no, take these back! I'm not ready to become a father!" Peter said, using his webbing to throw the eggs right back at Gargan, knocking him down to the ground, dazed and stunned. Using this opportunity, Spidey rushes at Gargan hops onto his chest, holding onto to the pincers on his face while punching his face repeatedly, ending with a knee to the jaw, knocking him to the ground. As Peter was about to continue to assault, Scorpion uses his tail and grabs Peter, hanging him upside down while looking at the Wall-Crawler. "You seem upset." Peter said, earning a roar from the monster, who proceeds to throw him at a nearby wall.

Scorpion jumps up in the air to lung at Peter, who is still stuck to the wall. "Okay, Mac. Let's play hide and seek, shall we?" Peter asked, getting one of his hands free to press onto the spider symbol on his chest, changing his costume to a neon green as he disappears from sight, just as the Scorpion clings to the wall, wondering where the Spider disappeared to.

 _"_ _Hey, where did Peter go?"_ Ruby asked while looking aimlessly for him.

 _"_ _Wait, put on the lenses Peter gave us."_ Blake instructed, as the four girls put on the special, green lenses Peter gave them before the trip.

 _"_ _Found him."_ Yang said, spotting the invisible Spider-Man on the ground, just as Scorpion lands from the wall, not knowing that Peter is behind him while making fun of him using his arms. Yang and Ruby chuckle while Blake and Weiss sigh, but with a smile on their faces.

"Now for the invisible Spider to perform an amazing finish!" Peter said out loud, but thanks to his new stealth mode, Gargan can't hear him. He hops onto the back of the Scorpion, pokes on his face before using his arms to repeatedly punching it. As the Scorpion latches onto his back to find out who is attacking him, Peter jumps off and grabs his tail with his arms, slamming Scorpion to the ground a few times, before he jumps up into the air, attaching a few web lines to the ground around Gargan, and slings himself right at the monster, kicking him in the chest, knocking him down and finally beating the beast. "Boy, that sure 'stung,' didn't it?" He joked, causing his friends to groan while Yang chuckles and Zwei just barks.

 **BGM Ends**

Scorpion disappears the same way that Conners did before, turning into a green orb of light, floating in front of Spider-Man as the others walk up to him. **_'Congratulations on completing the second trial, Peter.'_** The Gatekeeper said as a disembodied voice. **_'This orb represents The Bride, who's role is to weave hidden threads across the Great Web, enabling Spider-Totems to arise through chance, magic, curses, or unwanted luck.'_** He said as Peter absorbs the second orb.

"And yet my accursed luck still likes to mess with me every day." Peter said to himself. "Anyways, the rest of the trials will get much easier, right?" Spider-Man asked the disembodied voice.

 ** _"_** ** _No."_**

"Son of a…"

 ** _'_** ** _For now, it is time you go back to the Great Chamber, where your third trial awaits you.'_** He said, shinning the same beacon of light on the group, teleporting them back to the Great Chamber.

 _"_ _I wonder what other villain Peter will have to face next?"_ Ruby asked the team.

 _"_ _Whoever it is, I'm sure he can handle it. Right, Pete?"_ Weiss asked the spider hero.

"Right, just as soon as I stop scratching myself." He said as he scratches his arms using his brand new, short talons at the tip of his fingers.

 _You okay, Peter?"_ Ironwood asked the boy.

"Yeah, I'm fine. Just feel a lot hairier. No problem." Peter replied, removing one of his gloves to reveal that he has a lot more fur on his body than usual. "Okay, this is a problem. Did I forget to shave before we left?" He asked himself.

 _"_ _This is getting weirder and weirder after ever trial."_ Yang said as Peter puts on back his glove.

 _"_ _First you get four extra arms, then you gain talons, and now you have fur. I'm getting a bit worried of what will happen if this continues."_ Blake said.

Ruby gasped as she thought of something. _"You don't think he might turn into a giant spider, do you?"_ She asked Blake.

"Oh, I hope not. The last thing I want to turn into is some sort of man-spider. But that will make for an incredible Halloween costume though." Peter said while thinking to himself.

 _"_ _Peter, this is serious!"_ Weiss told him.

"Yeah, I know, I know! Let's just continue with these trials and hopefully I can find a way to turn myself back to a normal, good-looking Parker." He said, as they head towards the third hole and into the next chamber.

* * *

 **BGM- Spider-Man: Web of Shadows OST- Boss**

Spider-Man lands on top of the many small pillars in this particular chamber, with no flat platform as they are all a top of a bottomless pit. The Spider friends all float next to Peter, as they notice an old man with green wings hovering in the air.

"Hey, it's the Falcon! I missed you, buddy!" Spider-Man said to get the Vulture's attention.

"Spider-Man?!" Vulture said as he turns around to see the six-armed Wall-crawler.

"Long time no see, Vulture! How's the old folks home doing for you?" Spidey asked the winged villain.

"If you mean rotting in jail, then as you can tell, I am not in a happy mood!" Vulture replied with anger. "Just where are Earth am I?" He asked as he looks around the empty chamber.

"You see, that's the problem. We're not exactly on Earth right now. We're actually in another dimension, Toomes." Spidey replied.

"Another dimension?! You don't mean to tell me we're back on that Mobius world again?" Vulture asked the Spider.

"Oh no, it's much worse." Spidey said.

 _"_ _Ahem."_

Peter turns around to see his Astral friends giving him the mean look for kind of saying that Remnant is worse than Mobius.

"I didn't mean that. Honest." Spidey said to them, rubbing the back of his head while nervously laughing.

 _"_ _Right."_ Yang said, not convinced.

Then, Peter's Spider-Sense goes off as the Vulture shoots out his feathers as projectiles right at Spidey, who manages to dodge each one by hopping onto each pillar, one by one. "I don't care if we're in another dimension or not! You are going to die today, Spider-Man!" Vulture said as he continues to shoot more feathers at Peter.

"Can't I take a raincheck on that death?" Spidey asked, shooting out web balls to deflect the incoming feathers.

 _"_ _So, Mr. Parker, care to tell us the origin story for this 'Vulture' guy?"_ Glynda asked the spider hero as he kicks Toomes to a nearby wall.

"Simply put, his name his Adrian Toomes, and he's just an old man who gets a kick robbing banks while dressing up like a pigeon." Spidey answered her question.

"I'm the Vulture! How many times do I have to tell you that?" Vulture asked the hero as he hovers in the air.

"I thought you were a buzzard, or a Nevermore!" Spidey said while crouching on a pillar.

"A what?!" Vulture asked in confusion, which makes sense since he never heard of a Nevermore until now.

"You really need to get your ears clean, baldy!" Spidey recommended to the Vulture, which causes him to yell in anger as he swoops at Spidey at full speed, almost knocking him off the pillar and into the bottomless pit below.

"I'll make sure you'll never see the light of day again, Spider-Man!" Vulture said, flying right back to finish off Spider-Man.

"And you, mister, needs a time out!" Spidey said, using his new, razor sharp talons on his fingers to cut through some of the Vulture's wings as he flies right at him, short-circuiting his wings.

"My wings! What did you do?!" Vulture asked him while trying to gain control of his flying pack.

"I wanted to cut them down to size, so I did." Spidey replied. While Vulture tries to regain control of his wings, Spidey jumps up and kicks Vulture in the head, knocking him down to the bottomless pit below. "No! I didn't mean to do that!" Spidey said, as he stares at the empty void below.

 **BGM Ends**

 _"_ _Something tells me he's okay, and still kicking."_ Ozpin said to Peter.

 **BGM- Spider-Man Shattered Dimensions OST - VS. Vulture - Scavenger**

"What makes you say that?" Spidey asked the headmaster. Suddenly, a monstrous roar is heard from the pit, as the Vulture rises back up, now looking more like a giant, humanoid version of an actual vulture, with some spikes on its back, and some razor sharp claws. "Oh, now I get it." Spidey said, as the monster Vulture lets out a sonic scream at Peter, sending him flying through the chamber.

 _"_ _Now Vulture looks more like a cross between a human and a Nevermore."_ Ruby said while Zwei barks next to her.

 _"_ _Why is it that every villain Spidey has faced suddenly turn into a monster with no self-control?"_ Weiss asked everyone, with this being the third time that an old, Spider-Man villain turns into a monster.

 _"_ _Hmmmm."_ Ozpin thinks to himself as he observes Spider-Man using his six arms and talons to fight off against the monster Vulture. _"I wonder."_ He said to himself.

"Hey, you know what, Toomes!" Spider-Man started talking while holding onto the monster Vulture's fur. "You finally have some hair on your chest and head again! Aren't you happy?" He asked the monster, only to get a sonic scream to the chest and through some pillars as he lands flat on top of another one. "I'll take that as a yes." He said in slight pain. He stands up as he sees the Vulture coming in for another swoop. Peter jumps away in time only to get hit in the back thanks to another one of Vulture's Sonic screams. "Yeah, I know! You want to kill me! I've heard that the last 10 or so times you screamed at me!" Peter said as he lands on top of another pillar.

"This is getting me nowhere. As long as he has that sonic scream of his, I won't be able to get on the offensive. Not unless I use this." Spider-Man presses the spider-symbol on his chest, as it turns red and black, giving him the features of blocking sonic frequencies. "Thankfully, I made some adjustments to this suit. Now I can hear what others are saying while also blocking out loud noises like your sonic scream!" Peter said, lunging right at Vulture, who uses another sonic scream at him, but with his suit, blocks it completely as he punches Vulture in the head repeatedly with his six arms, knocking him back to the bottomless pit. "Oh, not this time!" Spidey creates a giant web net that catches the giant Vulture before he falls back to the black void.

 **BGM Ends**

"Looks like someone got their wings clipped! Am I right?" Peter asked his friends, only for them to shake their head in a non-amusing manner from his obvious pun, with only Yang giving him a thumbs up.

The monster Vulture disappears, just like the other illusions. And just like the other illusions, it reveals yet another, shiny orb, with this one color being white as it floats next to Spider-Man. **_'I sense that the third trial has been completed.'_** The Gatekeeper said in their heads, as the rest of the spider-friends float next to Peter as he holds the white orb. **_'This orb represents The Scion; whose purpose is to make sure that a new Spider-Totem will always be born within the Great Web. Now there is only one more trial to go before you can start your final test of worthiness.'_**

"Is all of this stuff really necessary? Like fighting illusions of my old enemies who suddenly get a monster-sized upgrade for some reason?" Spider-Man asked as he absorbs the third orb into his body.

 ** _'_** ** _This is the only way to prove to The Other that you are worth his time, as well as turn you into the ultimate warrior.'_** The Gatekeeper replies to him.

"A warrior? Me? Heck, I'm still fighting acne." Spider-Man replied.

 ** _'_** ** _You ARE a warrior, boy. You are just too dim-witted to notice it.'_** The Gatekeeper said to Spider-Man.

"Nice to know the Spider-Gods have some sense of humor. Just wished I wasn't on the receiving end of it." Spider-Man said, as the group is teleported back to the Great Chamber.

 _"_ _Excellent work, Spider-Man. We are now onto the final trial."_ Oobleck said to the boy.

 _"_ _How are you feeling, Peter? Any new changes to your body?"_ Glynda asked him.

"Let me see." Peter starts touching different parts of his body, like his head, his hands, his back, and then finally his eyes, where he feels something different with them. "Oh, I don't like this."

 _"_ _What's wrong?"_ Ruby asked while tilting her head.

Peter nervously laughs to himself before groaning, as he slowly takes off his mask to reveal he now has four, black eyes across his face, which slightly terrifies the group, even scaring Zwei a bit. "Judging from your reactions, I have to guess it's bad, right?" He asked them.

 _"_ _Very."_ Weiss said, feeling a bit disgusted.

Peter puts on back his mask, not wanting to frighten his friends and teachers any longer as his entire body starts to become more and more spider like. "Guess I'll be wearing sunglasses when I take my yearbook photo then." He said before letting out a sigh of depression.

The girls, and even Zwei feel bad for Peter's transformation and walk up to comfort him, even though they can't exactly touch him. Meanwhile, Ozpin is closely observing Peter, thinking deeply to himself.

 _"_ _Something on your mind, Ozpin?"_ Ironwood asked Beacon's Headmaster.

 _"_ _Noticed how the opponents Peter has fought suddenly turn into out of control monsters, with no sense of humanity or control left within them?"_ Ozpin asked the three other adults in the area.

 _"_ _Yeah…"_ Glynda replied, not exactly understanding what Ozpin is getting at.

 _"_ _And yet, with Peter, even though he's slowly transforming into, what I'm sure is some man-spider, he has not once lost any shred of his personality."_ Ozpin continued.

 _"_ _Maybe it's because his transformation isn't fully completed yet, which is why he hasn't changed in personality yet."_ Ironwood said.

 _"_ _Possibly, but one would expect that as the more he transforms into a beast, his inner, animal instincts would slowly kick him, making him more feral than before, but Peter has, not once, shown any sort of change within his heart, as evident with the amount of jokes he's cracking during battle."_ Ozpin continued his theory.

 _"_ _You would think transforming into some sort of beast will reduce the amount of jokes one would make."_ Glynda said while turning her head away from Ozpin and crossing her arms.

 _"_ _But that's always been Peter's character, and that hasn't changed yet in the slightest, even with his sudden transformation."_ Ozpin said.

 _"_ _So, you're saying that even if Peter fully transform into some Man-Spider, he wouldn't go out of control like the others?"_ Oobleck asked him.

 _"_ _Exactly. His willpower might be the reason why he hasn't lost control over himself. The question is, does Peter himself know about this yet?"_ Ozpin asked the adults.

 _"_ _The boy can be pretty ignorant at times, and likes to doubt himself a lot, so probably not."_ Glynda said.

 _"_ _Let's let him figure this out by himself. After all, this IS his trial."_ Ozpin said.

"Are we ready to move? I'm already this close before I lose my sanity." Peter asked everyone.

 _"_ _Yeah, let's do this!"_ Ruby fist pumps the air as they all head down to the final trial hole.

* * *

 **BGM- Spider-Man 3 OST- Morbius Tension (Part 2)**

Spider-Man and the others land in a semi-dark chamber with small torches attached to the walls.

"Spider-Man?" Spidey turns around to see a man wearing a black cloak walking out of the shadows, possessing chalk-white skin, red eyes, fangs, and retractable claws.

"Michael Morbius? The Living Vampire?" Spider-Man asked as he recognized the person.

 _"_ _D-Did you just say, v-vampire?"_ Ruby asked while shaking in fear.

 _"_ _I thought vampires weren't real."_ Blake said in shock that a vampire is standing in front of them.

 _"_ _Clearly, in Peter's world, they are very real, and probably wants to suck people's blood."_ Oobleck said, causing the girls to gulp in fear.

"What has happened to you?" Morbius asked Spider-Man, referring to his six arms.

"Let's just that you don't own the franchise on weirdness." Spider-Man replied.

"Well, I don't know what's going on, or why I am here, but I do know that I am hungry for some blood. YOUR blood, Spider-Man." Morbius said as the two walk around in a circle, feeling each other out.

"Can't you go visit a blood bank instead, or how about taste J. Jonah Jameson's blood, although I would probably expect it to be cold and bitter, just like him on the outside." Spidey said, as Morbius flies right at him, only for Peter to jump vertically in the air to dodge him. Peter lands right back down and tries to shoot a web line, only to find out he's using the wrong arm. "Ah, wrong arm. It was always a simple choice of right or left." He said as Morbius comes back around and punches Spidey to the face.

Morbius lands right next to Spider-Man, ready to drain his blood, but the boy used his quick thinking as he turns on his spider-light on his chest, distracting Morbius long enough for Peter to get up and punch him in the chest. "And I always thought having my own flashlight on my belt would be ridiculous." Peter said, webbing up Morbius to the ground. "Why don't you stick around for a bit, hey Morbius?" He asked the webbed up vampire.

"Nooo…must feed NOW!" Morbius rips off the webbing as his body starts changing.

 _"_ _Wow. That was fast."_ Yang pointed out as Morbius rips off his cloak as he gets slightly larger in size, with his skin now having grey fur, huge bat wings under his armpits, and huge bat ears.

The mutated and out of control Morbius roars at Peter before flying straight at him, knocking him to the ground while also destroying his spider-light on his belt. "You know; I'm really starting to get sick of this!" Spider-Man said as he gets up from the ground. As he does that, the light in the chamber starts to disappear, thanks to Morbius destroying the torches. "And now I can't see! Fantastic!" He said sarcastically.

 _"_ _Peter! Where are you?"_ Ruby asked while looking aimlessly in the darkness.

 _"_ _I can see him!"_ Blake said, thanks to a Faunus' night vision, she can see Peter getting attacked by Morbius in the dark.

 _"_ _Peter! Doesn't your suit have night vision? Turn it on already!"_ Weiss shouts from the darkness.

"Don't you think I've tried that! For some reason, the night vision mode in my suit has been disabled! Now I can't…" Spidey stops talking for a second, as the fours eyes behind his mask is now giving him his own night vision. "Wait! Now I have my very own night vision. Guess these four eyes are useful for something besides being creepy." He said, using his night vision, as well as his spider-sense to dodge Morbius' attacks. He shoots a web ball at Morbius' eyes, blinding him, giving him enough time to finish him off with some good old fashion Spider-Fu. With Morbius' defeat, the light finally comes back on as his body starts to disappear and change into a blue orb.

 **BGM Ends**

 ** _'_** ** _Well now, it would seem that you have completed the last trial.'_** The Gatekeeper said as Peter holds the orb in his hand.

"To be honest, I rather take Ozpin's crazy version of an initiation again instead of doing this stuff." Peter said.

 _"_ _Guess that means I'll have to make it more challenging next semester."_ Ozpin said.

"Me and my big mouth."

 ** _'_** ** _This last orb represents me, the Gatekeeper, and as you already know, my job is to control the mystical forces of the Great Web, and chose any totemic avatar who are worthy of their power. Now that you have completed the four trials, your last test will begin, to finally see if you are worthy of The Other's time and to become his new host.'_** The Gatekeeper said.

"Let's just get this over with. I have other things to do that doesn't involve getting blasted or killed." Peter said, sounding a lot less enthusiastic.

 _ **'**_ _ **Very well. I hope you are ready, little Spider-Man, because this final test will be your most difficult one yet.'**_ The Gatekeeper said as he teleports the group back to the Great Chamber.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So, this is The Other, huh? Never thought he would look this ugly, or be this strong.**

 **Ozpin: Be careful, Spider-Man. You are pretty much facing against a God now. Don't act reckless.**

 **Spider-Man: This wouldn't be the first time I've faced a God, Oz. But this will be the first God who will get the taste of my newly, upgraded Iron Spider Armor. C'mon, ugly! Let's see what you can do!**

 **Weiss: You do realize that is your Other, right?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Man vs. Spider (Part 3)_**

 **Ruby: Whoa! Who's the guy on the giant web?**

* * *

 **KFX here: So, as some of you can probably tell, this Other Arc is a little different than the one from the comics. Well, of course because you know, Peter isn't dead, so I decided to be a bit more creative with this. And also, once Peter gets the power of The Other, which he will, expect it to be similar to that of Naruto and Kurama from Naruto Shippuden. More on that later. Anyways, sorry you all had to wait a little longer for this. After the next part, where Peter fights The Other and they meet with the Master Weaver, we're starting the finale of Volume 2, which will be a four-part doozy, and Volume 3 will be even crazier.**


	52. Vol 2 Issue 18: Man vs Spider

_Vol 2 Issue 18: Man vs. Spider (Part 3)_

After completing the last trial of The Other, Spider-Man and his friends, who are still in Astral form so they can't help Peter in battle, arrive back at the Great Chamber, a huge room with a stone carving of the Great Weaver on the ground.

"So now what? I don't see any more holes for me to jump into." Peter said as he looks around the chamber to find nowhere to drop into another chamber.

 ** _'_** ** _Your final test will take place at where you are all standing.'_** The Gatekeeper said to them through their thoughts. **_'First off, let's use those orbs you collected to call upon your opponent.'_** He said, as the orbs painfully come out of Peter's body and float right into the stone carving of the Great Weaver on the ground, causing it to glow with a blue/green color scheme.

"Ow, that was painful." Peter said as he shakes his head.

 _"_ _Peter! Your body!"_ Blake points at Peter, where he no longer has his extra, four arms. _"Your arms. Their gone."_ She said.

"Really?" Peter checks out his body, which includes his eyes and fur body, which are all back to normal. "Sweet! I'm handsome again!" He happily said as he kisses his two arms.

 _"_ _So, who's the guy Peter will have to face? Is it another one of his old enemies?"_ Ruby asked the Gatekeeper.

 ** _'_** ** _Yes. For this final test, Parker will be facing his greatest rival. The one that he would always have trouble beating on his own.'_** The Gatekeeper replied to Ruby.

"So, is this where you make the big reveal, and I say, Holy Cow! Norman Osborn! Or the Kingpin! Jonah Jameson! C'mon, PLEASE be Jameson…" Spider-Man said, hoping to God that his final opponent will be Jameson.

 **BGM- Super Street Fighter 4 Arcade Edition OST- Theme of Evil Ryu**

 ** _'_** ** _It's neither of them, little Parker, as evident.'_** The Gatekeeper said, as some black sludge suddenly appear on the head of the Great Weaver's stone body, as a figure starts to take shape. The figure starts to take the form of Spider-Man, but this one still retains his six arms and every other feature that Peter had during the trials, as well as the inclusion of monster teeth and its eye lenses glow red.

Peter and the rest of the group are gasp as what stands in front of them is another Spider-Man with the features of a spider. "My final opponent…is me?" Peter asked the disembodied voice of the Gatekeeper.

 ** _'_** ** _More specifically, this is your other, THE Other.'_** The Gatekeeper told him.

 _"_ _So, this is The Other, the Great Spider-Totem God of the multiverse."_ Ozpin said as he observes The Other.

 _"_ _So, Peter's final opponent is a monstrous clone version of himself?"_ Yang asked while tilting her head sideways.

"Ah, HELL no! We are NOT doing another clone saga again!" Peter said, sick and tired of clones and how it made a part of his life a living nightmare. He starts charging right at The Other to get the first shot, but he suddenly disappeared without a trace. "Huh? Where did he-?" Peter got interrupted as The Other delivers a devastating, lightning fast kick right at Peter's chest, knocking him hard to a nearby wall, creating a massive crater upon impact. "So fast…" Peter said as he lands back onto the ground. "Not even my spider-sense was able to keep up with him. Usually, you have to be an insane speedster like Quicksilver or Sonic to outrun my spider-sense." He said before looking back at The Other.

 ** _"_** ** _I am not a clone."_** The Other spoke up. ** _"I am you, but different. I am the spider who dreamed of becoming a man, while you are the man who dreamed of becoming a spider. You are one, while I am the other."_**

"So…we're like two sides of the same coin?" Peter asked as he clings to his chest in pain.

 ** _"_** ** _Exactly."_** The Other answered him. **_"But you have been ignoring the spider for too long now. You never truly understood what it means to be Spider-Man. You treat our power like its cloth. Something that you can easily take off whenever you want, but it is not that easy. You are a fool."_** He said to the boy.

 **BGM Ends**

 _"_ _Personally, I wouldn't call him a fool. That would be an insult to fools everywhere."_ Weiss spoke up from the sidelines, earning a mean stare from both Peter and The Other. _"Sorry."_ She said embarrassedly.

The Other looks back at Peter to get back on topic. **_"For months, you've been evolving, with me augmenting your powers that might give you an edge against your enemies, but you never looked too deeply into them, never asking, 'What happens when you merge a man…with a spider?' Even after I started talking to you for the past few days, you simply ignored me, which got me furious."_**

"Well, maybe if you didn't start talking in my head and saying random, weird stuff, why else should I care?" Peter asked the monstrous version of himself.

 **BGM- Ultimate Spider-Man Game OST- Venom Fight 3 (Track 10)**

 ** _"_** ** _Because I wanted to know why the Great Weaver chose you, a human who likes to limit himself, not learn more about his dormant power, MY immense power!"_** The Other spoke up a bit loudly. **_"That is why I got the Gatekeeper to start these trials. To see why you are worth my time, and why you are truly the one who could serve as my host. And the only way to prove that, is to beat me. Show me what a weakling human like yourself can do to a God, or else you will die!"_** He said, releasing a dozen spines from his forearms and straight at Peter.

"Whoa!" Spider-Man shouted, jumping over the spines and attaches himself to the wall. The Other roars and pokes his spines down to the ground, releasing even bigger spines uprooting from the ground and onto the walls to attack Peter. The Spider hero starts wall running across the giant chamber while avoiding the huge spines chasing him. Wanting to get on the offensive, Spider-Man jumps from the wall and lunges at The Other, but was knocked back by one of the four spider arms from The Other's back.

The Other then jumps right at Peter with his insane speed, punching him in the gut and knocking him hard to another wall. "Ow! Not only this guy is insanely fast, but his punches are almost as strong as the Hulk!" Peter commented as he lands back on the ground. He webs up The Other's spider arms to the ground, long enough for him to finally give him a beating. After a few shots, The Other retaliates and releases a bone-like stinger from one of his forearm and stings Peter in the chest. "Ack!" Peter grunted in pain, surprised that the stinger was able to pierce through his Vibranium/Adamantium costume. The Other frees himself from the webbing and shoots out a web line at Peter, swinging him to another part of the arena.

 _"_ _This isn't good."_ Ironwood commented from the sidelines.

 _"_ _It makes sense, though. Peter's fighting a God. This won't be easy for him."_ Glynda said.

Ruby, Zwei, and the other girls sees that Peter isn't moving from the spot he landed, as The Other slowly walks up to him using his spider-arms. _"C'mon, Peter! Get up!"_ Ruby shouted from the sidelines.

"It's a bit difficult to do that, Ruby!" Spider-Man told her as he struggles to get up.

 _"_ _How come?"_ Ruby asked.

 _"_ _It would appear that the stingers from The Other must have paralyzed, making it hard to move."_ Oobleck told her.

 _"_ _But why does he have stingers? Spiders don't have stingers."_ Weiss asked the doctor.

 _"_ _I think today has shown us that there are more to spiders than we originally thought."_ Ozpin replied.

They all see that The Other is getting closer and closer to the paralyzed Spider-Man. _"C'mon, Peter! Fight back!"_ Yang shouted from the sidelines.

 _"_ _You can do it!"_ Blake also shouted words of encouragement.

The Other now stands over Peter. **_"It would seem that you are not worthy of my powers, after all. This is where you die, boy."_** He said, raising one spider arm from his back, ready to strike.

 _"_ _Oh no! Peter!"_ Ruby shouts as Zwei covers his eyes.

 **BGM Ends**

 ** _"_** ** _Rrraaaaggghh!"_** The Other shouted as he starts to sling his arm at Peter, but the boy catches it at the last second, using his Crimson Aura, which changes the spider symbol on his chest and back to be bigger and white, and throws The Other across the stage, but manages to land safely on the ground. **_"Hmmm."_** The Other looks up to see Pete standing up panting, covered in his Aura. **_"I see._** **_That Aura of yours. It's the combined nature of both your own, human aura and the aura of the Great Weaver himself."_** He told Peter.

"What? You mean that my aura is both mine and the Great Weaver's combined?" Peter asked him.

 ** _"_** ** _Yes."_** The Other told him. ** _"Awakened from your rage, turning you into a natural hunter. It is why yours is so different from the rest. While you do sacrifice a bit of your speed, it is made up by gaining insane power since you are connected to the Great Web. But that's only ONE of the two auras you have inside you."_** He informed Peter.

"One of my auras?" Peter asked, recalling what Goblin said to him about only using his human aura.

 ** _"_** ** _Yes. One of them. Now allow me to show you the other."_** The Other said, getting into a charging up position.

"You've been saving that one, weren't you?" Peter asked, pointing out his last line about 'The other.'

 **BGM- Dragon Ball Super OST- Birth of a God**

The Other starts screaming for a few seconds, causing the ground around them to shake and the pebbles float in the air. Then, he surrounds himself with a vibrant, fiery, electric cyan blue aura, with small sparkling particles of energy travelling upwards within the aura, while producing his own bio-electricity. You can also see a subtle yellow glow can be seen on the outside of the aura as well.

"This pressure…" Spider-Man said, stunned by The Other's aura.

 _"_ _So, this is the power of a God?"_ Ironwood said, wide-eyed.

 _"_ _Whoa…Intense."_ Ruby said with amazement while Zwei happily barks while wagging his tail.

 **BGM Ends**

 **BGM- Dragon Ball Super OST- An Antagonistic Battle**

Wasting no time, the Blue Aura Other rushes at Peter with an increase to his already insane speed, attacking at Peter from all sides using his six arms to increase the damage. He uppercuts Peter from the jaw, launching him high to the air, jumping straight up to continue his assault, this time using a dozen afterimages to attack Spider-Man at high speeds before slam dunking him back to the ground, making him hop a few feet before he stops. The Other roars and dashes at Peter, flicking out one of his spider arms to attack, but Peter, tensing up his muscles and using his Crimson Aura to enhance his durability, takes the hit head on, flinching from the attack but still standing still. The Other uses his six arms and four spider arms to repeatedly attack Peter, but his Crimson Aura is protecting him at least for a little bit. Having enough, Peter muster all his strength and delivers a powerful blow to The Other's face, knocking him across the arena, but he manages to save himself by attaching to a nearby wall.

 **BGM Ends**

Peter crouches on one leg, a bit weak and exhausted, while The Other doesn't seem to be that tired yet, as he crawls down from the wall and stands straight up.

 _"_ _This is bad."_ Blake speaks up. _"Peter looks exhausted, but The Other doesn't seem to have taken a lot of damage yet."_ She said while looking at Peter panting to himself.

 _"_ _C'mon, Pete! Don't you have some sort of backup plan!"_ Yang shouts at him.

"For a matter of fact, I do…" Peter replied, standing up while holding onto his left arm.

 _"_ _You do?"_ Glynda asked him, wondering what he's talking about.

"Yeah. I was hoping to use this against the Goblin, but since this guy is starting to piss me off, I have no other choice." Peter said with a serious tone.

 **BGM- Spider-Man: Shattered Dimensions - Main Theme: Enter The Web-Head**

Peter starts pressing a few buttons on his Webware. As he does that, the golden, flat orb on his back, which was originally his new backpack which he brought to Mt. Glenn, starts to glow red. Suddenly, a red and gold armor start to quickly surround Peter, giving him a massive, golden spider symbol on his chest, two golden hand bands, golden fingers while also giving him red fingertips. His eyes lenses glow yellow, with surrounding his eyes are a gold outline, and above his lenses are four big lines, two of which are above one eye lenses, one big and one small. **"Ladies, gentlemen, and Weiss…"**

 _"_ _Hey!"_

 **"** **Meet the new and improved, ultimate, Iron Spider Armor Mk. II!"** The armored Spider-Man said, using his three, mechanical spider arms, or waldoes, to stand up from the ground. **"And I just wanna say for the record, they haven't invented a word for how cool this armor is!"**

All four girls, Zwei, Ozpin, Ironwood, Oobleck, and even Glynda are staring in amazement of his new armor. _"So cool!"_ Ruby said excitedly and giddy.

 _"_ _You can say that again!"_ Yang said.

 _"_ _So his backpack was his armor. I must say, I am highly impressive."_ Oobleck said while fixing his glasses.

 **BGM Ends**

Peter powers up his armor to activate his jet boots so he can hover in the air. _"He can fly?!"_ Weiss asked in shock and amazement.

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Daily Bugle**

 **"** **Yeah! I can fly!"** Spider-Man said, charging up his Crimson aura and flies straight at The Other at an amazing speed, even though his aura was supposed to slow him down, crashing him into the wall and the two start to clash fists with each other. Peter kicks The Other away and fires off crimson red repulsor blast from his gauntlets and at his other, knocking him to the ground. The Other uses his spines and increases them in length to attack Peter, but the boy swirls right through them and webs him up, throwing him across the arena. **"How do you like this!?"** Peter said, taking out his waldoes from his back and shoots out multiple repulsor blasts from both his gauntlets and his mechanical spider arms, right at The Other. The creature creates a strong web shield to protect himself from the blast, leaving no signs of injury. **"Should've expected you to do that! Luckily, I gave my armor some sweet upgrades! Want to see them? I call it: Style Change!"** Spider-Man said, as his armor changes color from a red/gold color scheme, to a darker red/pinkish color scheme respectively while also increasing the size of his right gauntlet. **"Style Change: HeatGuts style!"** He shouted, releasing a powerful flamethrower-like repulsor beam at The Other, causing him to scurry away from the fire.

The Other lungs at Peter to attack him with his spider arms, but Peter blocks it with his own spider arms. **"With Guts Style, not only is my power is enhanced, it also gives me Super Armor, and combined with my Aura, I'm an immoveable object!"** He told the Spider God, punching him in the face with his strong, right hook, knocking him away across the arena.

 **"** **Let's try another one, shall we? Style Change: ElecCustom Style!"** Peter shouted, changing into a browner/yellow color scheme for his armor, while also increasing the size of the spider symbol on his back, almost making it look like a backpack. Peter starts charging up a yellow repulsor blast from one gauntlet and a blue repulsor blast from the other. **"Eat this: Mega Burst!"** He shouted, firing both blasts from his gauntlets, combining them into a more powerful beam that hits The Other directly, causing a big explosion around the area. **"You like that? Custom Style allows me to use two kinds of Dust at once for whatever kind of attack I can imagine! And in this case, it was the lightning Dust and the ice Dust to create a massive beam attack! Was that a shocker, or was my pun too cold for you?"** He asked The Other, who is lying down upside on the ground, looking like he's finally taking damage.

 **BGM Ends**

 _"_ _WAY TO GO, SPIDEY!"_ Ruby happily shouts from the sidelines, as she and the other girls start cheering him on while Zwei just barks happily.

 _"_ _Incredible! Truly incredible!"_ Oobleck said, impressed by Peter's performance against a God.

 _"_ _We could use an armor that powerful in the military. I should ask Peter after we're done."_ Ironwood said.

 _"_ _James…"_ Ozpin said to him.

 _"_ _What? We could use an armor like that in the force. People like Goblin and Salem won't stand a chance against us if we had that."_ Ironwood argued with him, causing Ozpin to just sigh, not wanting to argue with him.

Spider-Man starts walking to where The Other is currently laying on the ground at, not moving and with his head stuck to the ground. **"Hello? Are you still alive, Mr. Spider God? I made sure to hold back on that attack so I won't accidently kill you. So are you-?"** Peter stops talking to himself as his Spider-Sense goes crazy. _"Whoa. What's going on? I feel…something from him. I can't describe it, but this feeling. This monstrous feeling that is clinging to my heart. What's going on?"_ Peter said to himself in his thoughts.

 ** _"_** ** _Ah…ah…"_** The Other starts speaking as his body starts to tense up, slowing increasing his muscle mass, gaining huge muscles as his suit starts to rip open.

Peter takes a few steps back, already knowing and terrified at what is going to happen. **"I've seen this before, with Conners and the other villains from the trials. Is he…?"** Peter said to himself.

The Other plucks his head from the ground, with it looking a bit more monstrous as his costume starts to break apart. **_"HWRARRR!"_** He said in a more monstrous tone of voice, getting the full attention of Peter and the audience. The transforming Other surrounds himself in his blue aura that looks like a swirling vortex, as the ground below him becomes a huge crater as the rocks start to fly away at high speeds as he continues to roar. **_"HYYRAAAAGGGHHH!"_** He roared as his costume and mask breaks apart, revealing his eight, small red eyes on his face, as it continues to roar heavily and float in the air as the blue vortex gets bigger, with electricity going off around the arena.

 _"_ _This is bad!"_ Blake said as they look at the swirling, blue, electric aura surrounding The Other.

 **BGM- Dragon Ball Xenoverse 2 OST - Depths of Despair / Expert Mission Theme**

 ** _"_** ** _HARWROOO!"_** The Other roared out as it grows larger, almost 30-feet taller than it already was, gaining brown, spiky fur over its body, and four big, brown pincer like teeth outside its mouth. His arms have gotten longer, with his hands having three, big, buffy, razor sharp fingers and numerous spider legs.

 **"** **Oh my god…"** Peter stares in horror at the large, monstrous man-spider in front of him. **"This is your full power. Your true form…MY true form. Is this what I would like if I accepted The Other? Become a mindless beast?"** Peter asked himself, not seeing that the transformed Other is ready to shoot out an energy blast from his mouth.

 _"_ _PETER! WATCH OUT!"_ Ruby shouted at the distracted Peter.

Peter blinks a couple of times to snap himself back to reality, just in time to fly away from The Other's mouth blast. **"You have to try better than that, you oversized bug!"** Peter taunted The Other, still really terrified at the size of the monster.

 ** _"_** ** _HAAAWWWWRRRRR!"_** The Other roared, shooting out more energy blast from his mouth, prompting Spidey to fly above and under each one. What he doesn't see is one of the spider arms swinging at him, knocking him down to the ground. **_"WWWWRRAAAAGGHH!"_** It continued to roar as it charges up another powerful blast at the knocked out Peter.

 **"** **Style Change…EarthShield Style."** Peter said weakly, changing his armor to give him a dark green/light green color scheme while also giving him and yellow and green shield attached to his right arm. The Other shoots out his energy blast at Peter, but thanks to his shield, blocks the attack for as long as he could until The Other stops, leaving Peter to lay down on the ground in pain, semi-conscious, and back into his regular armor.

 **BGM Ends**

 _"_ _Holy…"_ Glynda said in shock on how powerful The Other's true form is.

 _"_ _What destructive power…"_ Ozpin said, as he too is pretty shock at his power. _"So this is the power of a Spider God. He mostly certainly surpasses that of any power in this world."_ He said, secretly referring to the Maidens and the relics.

 _"_ _C'mon, Peter! Get up! You can win this!"_ Ruby shouted at him as Zwei barks to wake him up, but Peter still isn't moving an inch.

 _"_ _Fight back, Peter! Just because you're fighting a God doesn't mean you should give up!"_ Weiss encouraged the still unconscious hero.

 _"_ _Because you're not one to give up! Not now! Not ever!"_ Blake shouted at him, where Peter's fingers start to twitch.

 _"_ _Remember what you said before: 'Anyone can win a fight! It's when the going gets tough, when there seems to be no chance, that's when it counts!'"_ Yang shouted.

 _"_ _Listen to your teammates, Peter! Fight back!"_ Glynda spoke up.

 _"_ _You have strength and courage that no one else in this world possess!"_ Ironwood shouted.

 _"_ _You are an inspiration to the people, Peter! Don't give in!"_ Oobleck shouted.

 _"_ _You are a student of Beacon Academy! Now show us that Beacon of hope!"_ Ozpin chipped in.

 **BGM- One Piece Pirate Warriors OST- Gear Second**

Encouraged by his friends and teacher's words, Peter slowly gets up from the ground, putting one fist onto the ground to help him stand, and then putting another fist onto the ground as he stands up straight, exhausted but determined to end this fight. The Other, even in his transformed state, is surprised and shocked that Peter is still ready to continue.

 _"_ _Now, come on, Peter! Show that oversized bug what you're made of!"_ Ruby fist pumps the air.

 **"** **YOU GOT IT!"** Peter shouted as he bursts out his Crimson Aura, manifesting as violently fluctuating and jagged. His aura is so strong; the chamber they are in changes into a more intense red color. **"Alright! Let's end this!"** Spider-Man declared, changing into his HeatGuts Style and flies straight at The Other, delivering a powerful Crawler Assault onto his chest, thanks to the increase power of his current style and aura before he kicks The Other away into a wall. Peter hops back into the ground before flying right back to continue his attack. The Other sees this and shoots out more energy blasts from his mouth, which does get a direct hit on Peter, causing an explosion, but Peter survives this without a scratch thanks to his GravityShield Style, giving him a more purple color scheme. The Other then decides to use its many arms with spines to attack the hero, but Spidey swirls through each and every one of them before deflecting the arms with a powerful gravity burst dome. He quickly grabs one of the arms, and using his amazing, crimson strength, tosses The Other across the arena. As the Other shakes his head from being dazed and looks ahead, all of it eight eyes widen in shock.

 **BGM Ends**

 **BGM- One Piece Pirate Warriors 3 OST - IM GOING TO SURPASS YOU**

Peter, now using an AquaCustom Style, combining both a fire and water repulsor blast, as well as charging up his aura, proceeds to put both hands next to his right side, as he also charges up a Shinku Hadoken. **"Hyper Shinku…"** Spider-Man started talking, as The Other charges up another energy blast to counter Peter's own attack. **"HADOKEN!"** He yelled out, as the two fire off their beams to enter a struggle, with neither side showing a signs of giving up. Peter struggles as he his losing the beam struggle, but shows no signs of giving up as he lets out a powerful scream, pulling his hand back and throws it forward as he charges more power into the attack, giving him the edge he needs to overpower The Other's blast.

The Other looks completely shocked, not only that he was overpowered, but he also sees a faint image of the Great Weaver in front of Peter. **_"I see…"_** He said to himself as he gets encompassed by the blast. **_"That's why he chose you…Your will…is unlike any I've ever seen…"_** He said as he falls unconscious onto the floor, defeated.

Peter heavily pants to himself as he hovers in the air exhausted. **"God or not…don't ever expect me to give up...remember that…"** He said as he falls down to the ground, releasing his aura as he lays down there tired.

 **BGM Ends**

 _"_ _He won! He won!"_ Peter's teammates happily said from the sidelines while Zwei runs around in circle happily, or probably to catch his tail.

 _"_ _Outstanding! Truly outstanding!"_ Oobleck said while writing onto his notebook.

 _"_ _We could use someone like that in the force."_ Ironwood said.

 _"_ _James…"_ Ozpin said to him."

 _"_ _What?"_ Ironwood asked with a shrug.

 _"_ _Just forget about it."_ Glynda said with a sigh. They all hear a lowly and weak growl from where The Other was at, as it turns into another form, back into his more, monstrous form of Spider-Man, without the extra arms but still has the fangs for his teeth.

 ** _"_** ** _Well done, Spider-Man."_** The Other congrats Peter as the boy gets up from the ground, still in pain as he clenches to his chest. **_"I can see that you are worthy."_**

"Thanks. I don't suppose you have some sort of healing power, don't you?" Spider-Man asked The Other.

 _'_ _I can do that for you.'_ A random, but familiar voice said to him.

"Is that…" Before Peter could finish his sentence, Madame Web appears right next to him. "Madame Web."

Madame Web uses her power and instantly heals Peter and whatever damage his armor sustained. "Well done, Spider-Man. It's not every day you beat a God and live to tell about it." She told him, causing Peter to rub his head in embarrassment.

 ** _"_** ** _Truly outstanding!"_** The Gatekeeper said as he takes form from the thousands of spiders that suddenly appeared. **_"The ancient Great Weaver chose a fine Avatar indeed."_** He said to Peter before using his powers to turn the rest of his friends back to normal.

Ruby was the first one to run up to Peter thanks to her Semblance, immediately hugging him. "Peter, you were so cool! And that armor! So incredible! So amazing!" She said excitedly as she quickly checks out Peter's Iron Spider armor from all sides, making him uncomfortable before Yang drags her away from her hood. "Awww…" She said with disappointed, causing Peter to chuckle before turning his armor back to a backpack.

"Nice one, Pete." Blake said with a smile while giving him a high-five.

"I'll admit. I was getting worried for a second there." Weiss said as she too smiles.

"Hehe." Spider-Man laughed as he pets Zwei who looks at him below

"Amazing work, Peter. You made us very proud." Ozpin said as he and the other adults walk up to him.

"Indeed." Oobleck said

"You've truly amazed us today." Ironwood said.

"Even I'll admit you were incredible. It's not every day you go toe to toe with a God and win." Glynda said.

"Seriously. Guys. It's hard to breath after being crushed with all this praise." Spider-Man said before getting hugged by Yang from the shoulder.

"Still, awesome job, Pete." Yang smiled giving Peter a kiss through his mask.

 ** _"_** ** _If you are all done, there is someone that would like to meet with you all."_** The Other said.

"Who?" Peter asked him. Before he could receive an answer, they are all teleported to an unknown location inside some ancient building.

"Where are we?" Ruby asked, as they are unfamiliar to the place around them.

"Are we in another dimension?" Blake asked.

"Not any dimension that I've ever seen." Peter answered as they all walk around for a bit.

 _"_ _Greetings, Spider-Man of Earth-616, and to those from the World of Remnant. Welcome to Universe-000."_ A voice calls out to them.

"Who said that?" Weiss asked as she looks around the area.

 _"_ _I did."_ The group looks in front of them to see a person wearing a weird helmet, trapped in some sort of mechanized ball while stuck on a giant web.

"You…why do you seem so familiar?" Peter said as his spider-sense starts tingling, but in a calmer and non-painful way.

 _"_ _That because you are the Avatar of my predecessor, the Great Weaver."_ The man in the web said to him. _"I'm the Master Weaver, the current weaver of the Great Web of Life and Destiny, after the Great Weaver's passing, and the all-mighty power source for all Spider-Totems across the multiverse."_ The Master Weaver said to them as the web behind him lights up, showing them the thousands of other Spider-Men and Women from across the multiverse, prompting Oobleck to zoom all across the Web to take pictures and take notes.

"So, you're the Spider God that can alter reality using the Great Web?" Yang asked him.

 _"_ _That is correct. So unless you want me to erase you from existence, I recommend you refrain from saying that terrible joke you were about to say."_ The Master Weaver said to her, causing her to nervously laugh as he can apparently see into the future.

"Why did you brings us, Master Weaver?" Ozpin asked him.

 _"_ _I just wanted to congratulate Peter for clearing the trials of The Other."_ The Master Weaver said while looking at Spider-Man. _"It's not every day you get to defeat the Great Spider-Totem, especially when he only used half of his full strength."_

"Great. So Mr. Monster me wasn't even trying." Peter said with a slight shrug.

 ** _"_** ** _If I did, the entire temple would've collapsed, and I didn't want to disrespect the ancient Great Weaver by destroying it."_** The Other told him as he leans onto a pillar. **_"Still, I am highly impressed that you were able to beat me. So…"_** He turns to Peter. **_"Are you ready to embrace me, embrace the spider within you?"_** He asked the spider hero, who lowers his head to think about his answer.

"Peter…" Ruby looked at her friend.

"No…I'm sorry, but I can't." Peter answered, surprising his friends and teachers but not the Spider Gods and Madame Web.

 ** _"_** ** _Why is that exactly?"_** The Other asked him. **_"You are clearly worthy of my power, power that will help you in the coming battles. So why do you reject me?"_** He asked him.

"Tell me…You said you had other hosts you used before me. Is that correct?" Peter asked him.

 ** _"_** ** _That is correct."_** The Other answers him in a calm tone.

"And did they transform into a giant, man-spider when they did?" Peter asked him another question.

 ** _"_** ** _Yes, for the most part."_** The Other replied to his question.

"You see, that's why I can't accept you. If I did, become an uncontrollable monster who attacks everything in sight, I would never forgive myself. I would scare people. Terrify them. I don't want that to happen." Peter told him. "Besides, the last time I had someone use me as a host, I not only gained a cool looking black suit, but I also became a lot more aggressive, lashing out on those close to me, like my friends and family." He said as he slightly turns his head over to his friends before sighing and looking back at The Other. "If I accepted you, become more of a monster than the time I bonded with the symbiote, the I don't deserve to call myself a hero."

 ** _"_** ** _I am not the same as the one you call Venom."_** The Other spoke up. ** _I am you. Your Other. If you continue to shut me out, suppress your dormant power, you'll not survive what's to come, as it is foretold by the Master Weaver."_**

"You mean the Green Goblin?" Ruby spoke up.

 _"_ _Yes, young one."_ The Master Weaver said as everyone looks at him. _"You already know that Goblin plans to conquer the multiverse with his OZ Formula, using a dimensional transporter to accomplish the job."_

"But I already destroyed the dimensional transporter back at Goblin Island." Spider-Man told him.

 _"_ _You did, but Goblin repaired it, this time using Vibranium so it will be much harder to destroy again."_ The Master Weaver replied. _"You see, even though Goblin is not considered a Spider-Totem even after using your DNA for his OZ formula, by combining the effects of the ISO-8 and his Demonic Aura, he unknowingly created his own version of the Web of Life and Destiny, which is why he has the power to use reality as its weapon."_

"So what? Is it called the Oz of Death and Chaos?" Spider-Man makes up a name for it.

 _"_ _You can call it that."_ The Master Weaver accepts the name. _"Just like with the Great Web and its Spider-Totems, Goblin can draw even more strength from those he has infected with his ISO-Oz formula, granting him even more power than when he originally used his new formula on himself before he and you arrived to Remnant."_

"Ugh, and he was already so hard to beat before that." Peter groaned.

 _"_ _If Goblin infects the multiverse with his formula, he will truly be unstoppable, easily surpassing that of the Infinity Gauntlet."_ The Weaver said. _"He has already infected that of the White Fang, as well have recently affected the Grimm of your world as well."_ He told them, completely shocking everyone.

"He infected the Grimm?! All of them?! How did he do that?!" Glynda urgently asked the Weaver.

 _"_ _He injected himself with the DNA of the Grimm Dragon before he killed it. Now he has total control of all of the Grimm in the world, fueling his Oz of Death and Chaos to an already high level."_ The Master Weaver informed them.

"The Grimm Dragon…" Ozpin said to himself, shocked that Goblin did something that crazy. "I can't believe a man like Osborn would go to such lengths to gain power."

 _"_ _Even without his Oz of Chaos, the ISO-8 in his systems, combined with the OZ formula, would eventually continue to evolve within Goblin, eventually making him just as unstoppable."_ The Weaver said.

"The ISO-8…" Peter said while clenching his fist, angry that all of this was possible because of the billions of space rocks that appeared in his dimension recently.

 _"_ _Yes, the mysterious ISO-8. What frightening power it contains, especially with those obsessed with power."_ The Weaver said, using the Web to show them an image of the different types of ISO-8 that are found on Earth. _"The ISO-8 can not only increase a person's strength; it can also be used for other amazing creations such as creating the perfect clone or even be used to create a cosmic cube."_ He said, showing them what a cosmic cube looks like.

"What's a cosmic cube?" Blake asked while looking at the image.

"An item that can control matter and energy, granting you any wish, which can alter reality at a galactic scale." Madame Web explained to everyone, causing everyone to gulp in terror except for Spidey, since he's pretty familiar with its capabilities.

"I knew the ISO-8 was strong but…I never knew it had these kinds of capabilities and power." Peter said.

 _"_ _Which is why, only you Peter, are the only one who has the power to stop him if you accept The Other."_ The Master Weaver said to him. _"A Spider Totem with two auras: A human aura combined with the ancient Great Weaver, and the spider aura, combined with the Great Spider Totem, The Other. And because you are the Avatar of the Great Weaver, you can access more power from the Great Web than any other Spider Totem in the multiverse. Only if you accept your Other."_ He told to Spider-Man.

"I…I'm just not sure if I could. I don't want to go out of control and become a monster." Peter said, still refusing to accept his Other.

 _"_ _I understand, Peter. But, it's only a matter of time until you'll HAVE to accept The Other if you plan on living any longer. I have foreseen it through the Great Web."_ The Master Weaver said, causing Peter to groan and look depressed. _"For now, I believe you should all return back to Remnant and get some rest."_ He opens up a portal back to Remnant through the Great Web. _"I'll send you back in a point of time before you entered the temple, so that way you can all gain the extra sleep, because you'll all need it for tomorrow."_ He said to them.

"Okay. See you, Mr. Weaver." Ruby waved at the Master Weaver as they all enter through the portal before it disappears behind them.

 _"_ _Good luck to you all. And to you, Spider-Man, I am certain you can control your power unlike the pervious totems in the multiverse. You just have to believe in yourself and accept who you are."_ The Master Weaver said even though they are long gone.

* * *

Spider-Man and the others arrive right outside the temple as if time hasn't passed yet, but finds out that the temple is gone. "Where did the temple go?" Weiss asked as Madame Web appears right next to them.

"It was sent back to Wakanda. It did originally come from there after all." Madame Web replied.

"Wakanda?" Blake asked with confusion.

"A country in Africa from my world where the Vibranium is from, and it's also the home to an Avenger, King T'Challa, also known as the Black Panther." Spider-Man answered her question.

"Oh."

"I will take Ozpin and the other two back to Beacon. Spider-Man, you and your team should go back to city of Mt. Glenn and get some rest. You'll need it." Madame Web said as Ozpin, Glynda, and Ironwood approach the old physic.

"Good luck, children." Glynda said to them.

"Be careful. Even at night, Mt. Glenn is still dangerous." Ozpin warned them.

"We will. Bye." Ruby waves at them.

"Good luck." Ironwood said before Madame Web teleports them back to Beacon as Spider-Man and his team start walking back to their campsite, but not before Spidey takes another quick look at where the Temple of the Great Weaver used to be before taking a big sigh and continues walking with his teammates.

* * *

The team have arrived back at their campsite, where the fire is still lit and warm, and Peter has taken off his Spider-Man costume and into his civilian clothes. "So, before we got heavily side-tracked, whose job was it to keep watch over night?" Oobleck asked the students.

"I was, doctor." Ruby reminded him.

"You sure you want to do it, Ruby?" Peter asked her as he approaches her. "I can switch with you if you want." He said.

"Thanks, Pete, but let me be the first one to watch. I'm pretty sure you're exhausted after all you've been through." Ruby said to him with a smile.

"I guess." Peter scratches his head before he goes sleeps on his mat next to his Iron Spider backpack. "Good night, girls." He said before yawning.

"Good night, Pete." The girls said to him before he falls asleep. As Ruby and Zwei walks out to start her shift, the rest of the girls look troubled. Blake is similarly troubled as she unrolls her mat, Weiss tries lying down but fails to sleep, Yang half-heatedly eats her dinner of bread rolls. Soon, all three Huntresses are on their backs around the fire, weapons within easy access, wondering why they are there, still thinking about what Oobleck said to them a few hours ago, but more importantly, what would happen if Peter accepted The Other. Will he become more man than a spider, or will he become more spider than a man. These words echo in their minds as they remember how terrifying The Other's true, monstrous form looked like, and with him only using half of his true power, there is no telling the kind of destruction it will bring when Peter, eventually, has to tap into that monstrous power.

Ruby, meanwhile, is sitting in the vacant windowsill of the room, as she too thinks about what would happen if Peter accepts The Other, as Zwei goes over to her upon hearing the howling of Beowolves. She pets her pooch on the back. "Don't worry. Things will be better tomorrow." She said to her pet as the two look back at the peaceful and sleeping Peter before looking out onto the rubble and stare in silence.

* * *

 **Deep Below Mt. Glenn**

Unknown to the heroes, Norman Osborn is currently sitting on top of the largest broken building in the caverns, meditating in peace. "Yes, I can feel it. He is just about ripe." He said before opening his eyes. "Now, Parker, it is time to show the world your inner beast. The monster you've keep hidden for so long." He smiled as his eyes start to flare up in happiness.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Oh man, Goblin has been busy, hasn't he?**

 **Blake: Goblin Goons, Goblin Grimm robots, Spider-Slayers! This would be really bad if all of this hits the city.**

 **Ruby: That's not going to happen! We'll stop that train before it hits the city.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Goblin Nation (Part 1)- Goblins, Goblins Everywhere_**

 **Spider-Man: Why couldn't we stayed back home?**

* * *

 **KFX here: So Peter didn't accept The Other…yet. But in any case, we are approaching the epic finale of Volume 2, which is gonna be a four-parter, fancy that. Things are gonna be so intense that you'll think it's the finale to the story as a whole, but nope. Get ready for whats to come soon. See ya.**


	53. Vol 2 Issue 19: Goblin Nation (Part 1)

_Vol 2 Issue 19: Goblin Nation (Part 1)- Goblins, Goblins Everywhere_

 **Beacon Academy (At Night)**

A few hours have passed since Peter Parker has finished his trials at the Spider God temple. And even though Peter rejected the Other, The Great Spider-Totem God, fearing that he would become a monster if he does, the Master Weaver of the Great Web tells him that it's only a matter of time until he has no other choice but to accept it if he wants to survive the coming battles against the Goblin.

General James Ironwood is seen looking out from the landing docks of the Academy to the city of Vale at a peaceful night, with a few airships hovering over the lit-up buildings. Walking up from behind him is Glynda.

"Trouble sleeping?" Glynda asked the General.

Ironwood looks back as he grips his shoulder with the other hand. "Arm was acting up." He lied to her.

"Of course, so logically, you got out of bed, dressed yourself completely and decided to gaze menacingly out into the distance." Glynda said as she approaches him to his side. "What's wrong?" She asked him with concern.

"It's Peter." Ironwood confessed to Glynda. "If what the Master Weaver said is true, it's only a matter of time until he accepts The Other, that monstrous, man-spider form that, only at half of its strength, almost killed our best chance at beating Goblin. And if he accepts it, become an uncontrollable monster, then I fear that I have no choice but to destroy him, for all our sake." He told her that, completely shocking and horrifying her.

"James, that insane! Why would you think that? He's only a kid!" She asked him, wondering why he would think of something like that.

"A kid with the power of a God that could mean the end of us all if he loses control!" Ironwood raises his voice.

"But he won't lose control! Ozpin and I firmly believe that won't happen, and that Peter will not transform into a monster if he does!" Glynda argues with him.

"Ozpin…" Ironwood said to himself as he calms down and looks out into the city, with Glynda watching with him. "I've trusted him for years. We both have. I just... I can't help but feel like he's keeping us in the dark."

"Don't be ridiculous! You know very well that we are not the ones in the dark." Glynda told him.

Ironwood laughs humorously. "That makes it worse! I refuse to believe that a man that I've trusted for so long would act so... passively."

Glynda puts a reassuring hand on her friend's shoulder. "You're a good person, James. You've always done what you think is best for the people, even against strong protest. It's admirable. But it's high time you stopped talking about trust and started showing it." She lets go of her hand as they stare into the distance together. "Ozpin has experience that the rest of us lack. The same can be said for Peter. And I think that's something worth remembering." She said as they continue to stare into the distance.

* * *

 **Mountain Glenn**

The full moon is shining over the ruined buildings of Mountain Glenn, and a lone Beowolf is searching through the rubble. It looks up briefly at the young girl who has it in her red crosshair scope, but Ruby just lowers her Crescent Rose and sighs in tiredness at she keeps lookout over the destruction. The rest of her team is lying down on their sleeping mats around the fire with weapons nearby, with Peter sleeping next to a corner peacefully, and Doctor Oobleck is higher up, slumped down against the wall next to the hole in the ceiling/floor. The other three girls of RWBYP have their eyes closed, but Yang is the first to stop pretending.

"Blake, are you awake?" Yang asked her faunus friend.

"Yeah." Blake responds.

"Why do you think he asked us about being a Huntress? Like, what was he trying to say?" Yang asked her, referring to when Oobleck asked the three girls on why they decided to become Huntresses.

"Maybe he was just curious." Blake replied.

"You think?"

"No."

"Weiss, are you awake?" Yang asked the heiress.

"Of course I'm awake! You two are talking." Weiss shouted, causing Yang to flinch. "And I think he... When I said I wanted to honor my family's name, I meant it. But, it's not what you think. I'm not stupid. I'm fully aware of what my father has done with the Schnee Dust Company. Since he took control, our business has operated in a... moral gray area." She said to the two of them.

"That's putting it lightly." Blake said.

"Which is why I feel the need to make things right. If I had taken a job in Atlas, it wouldn't have changed anything. My father was not the start of our name, and I refuse to let him be the end of it. I don't want it to be like how Peter described Oscorp back at his dimension." Weiss said, as Peter told her about Oscorp and how Norman Osborn wasn't exactly the best boss to say the least.

"All my life, I fought for what I thought was right." Blake said, looking sad in the face. She lays up front as she looks at the ceiling, as the light from the fire shows that of a rose. "I had a partner named Adam. More of a mentor, actually. He always assured me that what we were doing would make the world a better place. But of course, his idea of a perfect future turned out to be not perfect for everyone. I joined the Academy because I knew that Huntsmen and Huntresses were regarded as the most noble warriors in the world, with Peter being even greater than that. I wanted to be like him, always fighting for good. But I never really thought past that. When I leave the Academy, what will I - how can I undo so many years of hate?" She asked, still looking sad in the eyes.

"I'm sure you'd figure it out. You're not one to back down from a challenge, Blake." Yang said to her.

"But I am!" Blake slightly raised her voice. "I do it all the time! When you learned I was a Faunus, I didn't know what to do, so I ran! When I realized my oldest partner had become a monster, I ran! Even my Semblance! I was born with the ability to leave behind a shadow of myself; an empty copy that takes the hit while I run away!"

"At least you two have something that drives you. Heck, even sleepy Peter here has something to drives him to do the things he does." Yang said as she rolls over her mat. "I've just kinda of always, gone with the flow, y'know? And that's fine, I mean, that's who I am. But how long can I really do that for? I wanna be a Huntress, not really because I want to be a hero, but because I want the adventure. I want a life where I won't know what tomorrow will bring. And that'll be a good thing. Being a Huntress just happens to line up with that. I'm not like Ruby, she's always wanted to be a Huntress. It's like she said, ever since she was a kid, she'd dreamt about being the heroes in the books. Helping people and saving the day, and never asking for anything else in return, just like Peter would always do whenever he goes out as Spider-Man. Even when she couldn't fight, she knew that's what she wanted to do. That's why she trained so hard to get where she is today, and to become a great hero just like Peter." She finished with a smile.

"Well, she's still just a kid." Weiss brought up.

"She's only two years younger. We're all kids." Blake told her.

"Well, not anymore. I mean, look where we are! In the middle of a warzone and armed to the teeth!" Yang said.

"It's the life we chose." Blake tells her.

"It's a job. We all had this romanticized vision of being a Huntress in our heads, but just like what Peter said, it's not a game, it's fate. And at the end of the day, it's our job, our fate, to protect the people. And whatever we want, will have to come second." Weiss tells them.

"It's amazing how much Peter has helped us, inspired us, even when he doesn't say it out loud." Blake said with a small smile as the three of them look at the sleeping Peter at the corner.

"Just goes to show you just how incredible he is." Yang said with a smile on her face.

"I second that." Weiss agreed with her. "And I'm sure that, no matter what happens, if Peter accepts the Other or not, he WILL come out on top in control, just like he always has been. We just got to believe in him, just like how he believes in us." She said.

"Agreed." Both Blake and Yang said at the same time, while the sleeping Oobleck has a small smile after what they said.

* * *

As it is Yang's turn to watch, Ruby and Zwei are sleeping on the sleeping bag Yang had been lying on. Zwei suddenly wakes and stands up, causing Ruby to wake up.

"Huh?" Zwei, it's late. Go back to bed." Ruby said tiredly as Zwei runs off. "Zwei! Zwei! Ugh!" She calls out to him, taking her weapon with her as she wanders out the building, looking for Zwei. "Zwei! Zwei, where are you? Zwei! Huh?" She spots Zwei urinating on some ruins. "Zwei, this is a wasteland! You literally could have done that anywhere!" She told him, getting a bark from him as a response.

"What was that?" Someone close by says, as Ruby grabs Zwei and hides behind some ruins. She turns around to see two Goblin Gang members and an Ultron Bot surveying the area.

"What was what?" The second Goblin solider asked him.

"I thought I heard a Beowolf or something." The other guy told him.

 **"** **Illogical. Since all the Grimm in this sector are now controlled by the Goblin King, that answer is false."** The Ultron sentry unit told the two.

"Hmph. Whatever. Let's just finish our patrol and get back to base. This place gives me the creeps." One of the guards said as the three of them walk away.

Ruby and Zwei sneak around in the background, following them while also not alerting the Ultron Bot. They eventually reached a ruined building with a pair of metal doors, and Ruby hides behind a corner, holding Zwei out to watch them. "Did they go in yet? One bark means yes." She asked her dog. As the sound of the door closing echoes out, Zwei barks once. "Oh! This is it! This is it!" Ruby brings out her Scroll to call the rest of her teammates, but apparently there is no signal in the mountains. "Aw man! Come on, we gotta get the others!"

As Ruby and Zwei hurry off down the street, the asphalt beneath them suddenly sinks before caving in. Ruby grabs onto a ledge and catches Zwei. She tosses him up out of the hole and begins to attempt to pull herself up. However, the ledge she is holding onto breaks off, and she plummets into a huge cave filled with ruined buildings, far below the surface. She lands on a building up against a cavern wall, and as she gets up, a nearby door bursts open to reveal two other GG Guards, another Ultron Bot, and a robot Goblin Guard.

"Freeze!" One of the Goblin goons ordered her.

"Where did she some from?" The other goon asked.

 **"** **She must have come from the upper levels."** The Goblin Guard robot answered him.

 **"** **Scanning…"** The Ultron Bot scans Ruby as she backs away only to end up one the very edge of the platform. **"Database says her name is Ruby Rose, friends of Spider-Man. Threat level: High. Recommendation: Take her to the King for interrogation."** The bot tells the other goons.

Ruby reaches back for her scythe, only to realize that she doesn't have it. Both Goblin Gang goons approach her, and one of them grabs her arm. "Hey! Hands off!" Ruby said, jerking her arm out of the guard's hand and starts punching him, only for her to hurt her hand because of the goon's enhanced durability thanks to the ISO-OZ formula.

The goon punches her in the face hard enough to knock her down. "The King is gonna want to see this one…"

 **"** **Indeed."** The Goblin Guard robot says as the goon kicks her in the head hard enough to knock her out.

* * *

Back at the campsite, Yang is ready to stop her watch as she gets back into the room. "Hey Weiss, it's your…Ruby?" She looks around to see that Ruby is gone. "Hey, where's Ruby?" She asked everyone as they all get up, except for Peter who is still sleeping like a log.

"What?" Oobleck said as Zwei comes running into the room, barking as he stops next to Yang.

"Zwei?" Yang asked her dog.

"What's going on?" Blake asked.

"Grab your weapons! Your leader may be in trouble." Oobleck said to the group. He then looks at Peter who is still sleeping." PARKER!" He yelled at him, causing him to spring up from the bed.

"Huh?! What's happening?! Are we being invaded by Skrulls?!" Peter asked as he frantically looks around the room.

"No, we are not being invaded. Ruby is gone." Oobleck said to him.

"WHAT?!" Peter shouted as Zwei walks up to him looking sad. Peter pets him to comfort him. "Then what are waiting for!? We have a leader to save." He said with determination.

* * *

Ruby awakes to the two GG Goons, who caught her dragging her by both arms, and the two robots through the underground city. All around her, Goblin Gang members are at work, doing various things such as piloting a R.H.I.N.O. mech suit to carry large shipping containers. There is a loud sound nearby as one of the Goblin Gang members drop a large device.

"Hey, be careful! What are you trying to do, blow us to the moon?" One of the goons asked the other.

"Sorry sir!"

The two goons arrive at a nearby railcar with Ruby still in toll with them. "Master Osborn! We found something you might want to see!" One of the goons said to him.

"Is this important?" Osborn asked from inside the railcar.

"This better be important, Perry! You know how our King hates being interrupted by such foolishness!" Another voice from inside the railcar says to him, a voice that sounds awfully familiar to Ruby but couldn't place her hand on it.

 **"** **It's the one they call, Ruby Rose, my King!"** The Goblin Guard Android said.

"Really?" Osborn and the Goblin Knight walk out the doorway to see Ruby. "Well, well. Isn't this a surprise." Osborn said with a evilish smile.

"HELLlo there, Red. How'd you've been lately?" The Goblin Knight asked Ruby.

"Torchwick…Is that you?" Ruby asked him, surprised to see Torchwick all goblin up in a costume.

"The name's not Torchwick anymore, Red. I'm now called the Goblin Knight, Osborn's right hand man, and your destruction." Torchwick said to her with an evilish smile as well.

* * *

"Wow! Big hole!" Spider-Man said with his Iron Spider backpack as he and Zwei observes the hole Ruby fell in. Oobleck and the rest of the team arrive to meet with them.

"Ruby's scythe!" Yang said as she spots her younger sister's weapon.

"Oh no." Blake said as they all approach the hole.

"Do you think she fell?" Weiss asked Spider-Man.

"There's a big possibility that it would be the case." Spidey replied as Oobleck zooms next to the two of them.

"Fell? What do you mean, 'fell?'" Oobleck asked them as he looks up.

"Down there." Weiss said as all three of them look down at the hole.

"Oh my. Of course! Of course, OF COURSE, OF COURSE!" Oobleck said rapidly.

"What is it?" Blake asked him.

"How could I be so stupid?!" Oobleck asked himself as he walks around the group.

"Dr. Oobleck, what's wrong?" Yang asked him.

"He probably didn't have his coffee yet." Spidey replied.

Oobleck zooms right up close to both Spidey and Yang in the face. "Mountain Glenn! Yes, an expansion of Vale that was inevitably destroyed by creatures of Grimm! Previously home to thousands of people! Working people commuting to the city, the main city! Developed a subway system to the inner city! Grimm attacks increased! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels and what do they find? The southeast quadrant of Vale is known for wild forests and deep caves!" He said to the team up close to their face, making them a bit uncomfortable.

"Doc, what are you saying?" Yang asked him.

"Are we being invaded by mole-men?" Spidey asked while scratching his head.

"My boy, we're not just looking for an underground crime network, we're looking for an UNDERGROUND crime network!" Oobleck tells Spider-Man.

"They've been working in caves?" Blake asked him, still not entirely getting at what he's saying.

"No, no, Mountain Glenn was Vale's first serious attempt at expansion. It worked for a short period of time, thanks to an aggressive perimeter defense, and unique transportation; the city developed an elaborate subway system to carry citizens safely from the new territory into the main Kingdom! Sadly, without the many natural barriers Vale had to protect its borders, Mountain Glenn was doomed from the start! As the end drew near, the citizens of the territory made one last attempt at survival: They took up shelter beneath the city! In massive caves that they had cleared out for the subway. And they had cut themselves off from the surface!" Oobleck explained to them more about Mt. Glenn's past.

"An underground village?" Yang asked him.

"That would explain why my spider-sense was sensing any goblins in the area. They've been hiding deep underground." Spidey said, starting to connect the dots.

"Correct. Underground was considered a safe haven, until… an explosion opened the mouth of another cavern, filled with subterranean Grimm. After that, the Kingdom officially sealed off the tunnels, creating the world's largest tomb." Oobleck said, getting the kids worried for Ruby. "If Ruby is down there…" He deploys his weapon. "We must find her…"

"But we can't be too hasty about it." Spider-Man speaks up, getting all of their attention. "There's a big chance Goblin and his little army are inside that tomb. We need to think about this carefully if we don't want to get caught."

"Do you have a plan?" Blake asked the Spider.

Spider-Man nodded. "I do. I may be no leader, but someone has to take charge if Ruby isn't here, and I volunteer for that position." He said to them.

* * *

Back underground, Ruby is thrown across the floor by Roman, the Goblin Knight, as he laughs. "Wow! You are much more manageable without that oversized gardening tool of yours."

Ruby gets up and charges at Roman, only for her to be caught by the hand of the transformed Norman Osborn, who looks a bit different in his normal form from before, as his horns are a bit longer and he now has small, pointy, green spikes covering him from his shoulder pads and to his arms as he throws Ruby back into the ground.

"Goblin. You look a little different from before. Did someone replace your medicine and made you look more like a freak?" Ruby mocked him, but it only caused him to laugh.

 ** _"_** ** _I see someone has been picking up on the Spider's bad jokes. Keep practicing, girly, and then maybe I might get annoyed one day."_** Goblin said before laughing again.

"What do you want with me, Osborn?" Ruby asked him.

 ** _"_** ** _Tell me where the Spider is at, girl. Since I assume you and your friends are working with him again after I made it clear that I will kill you lot if you interfere with me again, then he must not be far from here."_** Goblin tells him.

"Why do you want to know where Spider-Man is at right now?" Ruby asked him.

 ** _"_** ** _Because, Ruby, he is just about ripe to unleashed his inner beast. The monster that he keeps hiding within himself because he is too afraid to gain more power."_** Goblin told her with a smile.

"You mean his Other, the Great Spider-Totem God?" Ruby asked him.

 ** _"_** ** _Spider-what?"_** Goblin asked, as he never heard about Spider-Totems before. **_"If that's what the Spider's other side of himself is called, then yes, I plan on forcing him to unleash that power by destroying the city."_** He said, causing Ruby to gasp in shock. **_"That power, that great, monstrous power he hides within himself will be too much for him to handle, destroying whatever humanity he has left within him, and I plan on showing this world just how much of a monster he is until I get rid of him in that form for good."_** He said with a smile.

"That's not happening!" Ruby shouted, using her Semblance to escape, but Goblin uses his gravity/reality powers to stop her from moving, bring her back right in front of her.

 ** _"_** ** _Sorry, girly, but you have nowhere else to run now."_** Goblin said as he, the Goblin Knight, and a few other goons start to surround her.

"Think for yourself, Goblin." Spider-Man said to himself on the ceiling in stealth mode. Thanks to his new and improved stealth mode, nobody can see or hear him, making him completely invisible. Spidey uses this to his advantage as he shoots out non-lethal explosive webbing at a couple of the old buildings around the cave, thanks to the improvements to his suit and web shooters. "Guys, I've found Ruby. As expected, she's with the Goblin. Are you in position yet?" Peter asked the rest of his team through his mask HUD.

 _"_ _We're in position. Did you plant the explosive webbing yet?"_ Yang quietly asked him through the other line.

"Locked and sticky. Now it's time to start, Operation: Big Bang Boom." Spidey replied, as he presses a button on his web shooters. Suddenly, explosions happen all over the underground hideout, as dozens of Goblin Gang goons and robots run for their lives as the place starts blowing up.

Ruby, Goblin, and the rest of the goons are also shocked by these random explosions. **_"What in the…What's going on here?!"_** Goblin asked on why the place is starting to blow up suddenly. While he's distracted, Spidey, still in stealth mode, drops down to the ground, using his Spider-Fu to quickly take down the Goblin Knight and the goons. Both Ruby and Goblin look in confusion on what's going on as the goons have been mysteriously taken out. **_"What the-?!"_** Goblin got interrupted as Spider-Man appears behind him and shocks him from the back, using a combination of his Bug-Zappers and his Crimson Aura. After being shocked for a minute, Goblin is knocked down to the ground as Ruby gets up and runs back to her friends.

While she's doing that, Spidey takes out a huge DNA sampler from his backpack and injects it into Goblin's back while he's still unconscious, taking out a huge sample of his DNA for future purposes. "Now if only milking a cow was this easy." He said with a laugh before he puts it back into his bag. He hops back to his friends, still in stealth mode as Goblin and Torchwick slowly wake up.

"Ruby!" Yang said as Ruby jumps into her arms.

"Are you okay?" Weiss asked her leader.

"I'm fine, I'm fine! But listen! Goblin's got all kinds of weapons and robots down there." Ruby told her team.

"What?!" Blake asked her as she hands Ruby her weapon back.

"Androids, mechs, they're all loaded up on the train cars. Not only that, he plans on destroying the city to force Peter to accept his Other and become a monster." Ruby continued, shocking everyone.

"You're kidding!" Oobleck said.

 ** _"_** ** _Aww, did you have to spoil my plan like that?"_** Goblin asked as he and Torchwick stand across from them. **_"You really do have such a loud mouth, just like the Spider!"_**

"Goblin…" Yang said in anger, still remembering the last time they've met.

 ** _"_** ** _Ah, hello again, blonde! I see that your arm has healed since our last dance!"_** Goblin smiled as he waved at them.

"Break it again and I promise to break your face!" Yang declared, clenching her fist in the air.

 ** _"_** ** _Hehehehe, don't worry! Next time, I promise to chop it off completely!"_** Goblin retorted before laughing again.

"Who's the guy in the mask standing next to Goblin?" Weiss asked, not recognizing the person with the hood and mask.

 ** _"_** ** _Torchwick…"_** Goblin turns his head to his underlining. **_"Care to show them your enhanced abilities?"_** He asked him with a smile.

"That's Torchwick?!" Blake asked with a shocked tone of voice.

"It would be my pleasure, my king." The Goblin Knight said as he walks up a few feet, ready to face the girls as they get into fighting position. "Oh girls, and Spider-Man if you are listening, I hope you listen closely, because what I'm about to do is gonna make you laugh out crazy! HAHAHAHAHAHA!" Torchwick starts laughing hard, so hard that it emits a sonic attack from his laughter, getting the girls, Oobleck, and Zwei dizzy and in pain as they try to cover up their ears but it is still too much for them to bear.

"Torchwick was annoy before, but this is on a whole, new different level!" Yang said while covering up her ears in pain from the laughter.

As Torchwick continues to laugh, he notices Spider-Man appearing in the middle of the room, as his laugh is short-circuiting his stealth suit, turning it back into his normal costume. "I can see-ee-ee you! HAHA!" He said with an evil grin before getting webbed up in the mouth by Spidey.

"Guess that means I won't have to hear from you, Ronan!" Spider-Man said, still not saying his name right to piss him off.

Thanks to Peter webbing up Torchwick's sonic scream mouth, the rest of the team can hear clearly again without any pain. "Thanks for the save, Spidey!" Ruby thanked him, with Spidey responding with a thumbs up to her before turning his attention back to Goblin.

"Hey, Norman. Miss me? Why do you look a lot uglier than the last time we've met?" Spider-Man asked the Goblin.

 ** _"_** ** _I've evolved, boy, simple as that."_** Goblin answered him with a smile. **_"You know, I'm glad you're here, Spider-Man. I have some new and improved friends I want you to meet. Think of it as a gift, from me…to you."_** He said as he presses a button on a remote he grabbed from his pocket.

"It's not my birthday, Normie, but I appreciate the thought. Why don't we just duke it out and call it a night?" Spider-Man replied to the Goblin. Suddenly, his Spider-Sense tingles as something appears behind him and his team. "There's something behind us, isn't there? A cake maybe?" He asked.

"Or cookies?" Ruby excitedly asked as they all turn their heads behind themselves to a dozen of white robots with six, red eyes and a blue monitor in the center showing Norman Osborn's face before it switches into the Green Goblin's face as he laughs. The robots are also mounted with a machine gun on their left arm.

"What in the…" Weiss said shocked and speechless as the team takes a few steps back from the robots.

 ** _"_** ** _You're looking at my greatest creations! I call these magnificence robots: The Spider-Slayers MK. XX!"_** Goblin yelled out, gesturing his hands as he laughs himself silly.

"So these are the Spider-Slayers I heard back at the rally a few weeks ago!" Blake said, remembering how she and Sun sneaked into the White Fang rally to get info about them and the Goblin.

 ** _"_** ** _Yes! I created them specifically…to destroy you, Spider-Man! I've already finished tinkering with the ISO-8 shards in their chest piece!"_** Goblin told them as the robots start charging up their machine guns, ready to fire.

"So, in other words, it's not a cake?" Spider-Man asked.

"Or cookies?" Ruby asked, a bit disappointed, but she immediately forgot about it as they all dodge the machine gun fire from the robots.

"You know, I'm starting to already miss Alistaire Smythe's Spider-Slayers, heck, even Smythe himself, since he turned himself into a Spider Slayer!" Spider-Man confessed as he dodges the attacks coming from the Slayers.

 ** _"_** ** _If you don't like the slayers, I have other new toys that I've been meaning to show you."_** Goblin said with an evil grin as he raises his hand in the air, glowing green as a couple of green, yet familiar monsters suddenly appear and surround the group.

"Wait a minute! Are these…Grimm?" Weiss said with a shocked looked on her face.

"It must be those Goblin Grimm the Master Weaver told us about." Yang said while reloading her gauntlets.

 ** _"_** ** _What?! You know about them already?"_** Goblin asked, a bit shocked and curious that they already know about the Goblin Grimm. Of course, this doesn't faze him for too long as he starts smiling again. **_"Ah well. At least this will save me the time to explain things to you children. NOW DESTROY THEM MY CHILDREN!"_** Goblin ordered his Goblin Grimm, his Spider-Slayers, his Ultron Bots, Goblin Goons, and his Goblin Guard Androids right at Spider-Man and friends, all while laughing hard to himself.

"Is there an echo in here, or are there a bunch of psychos out to get us again?" Spider-Man asked while crouching down as he and his friends, including Zwei and Oobleck, get into battle position.

The entire team throws everything they have against Goblin's "small" army, all while Goblin is watching them struggle from afar. The Goblin Knight Torchwick approaches his master just as he gets the webbing off his mouth. **_"Torchwick, while the children are busy, get everyone who isn't fighting to the train cars. We are about to leave shortly."_** He ordered his minion.

"Yes, sir!" Torchwick saluted his master as he gets everyone ready while Goblin crosses his arms, observing the battle between his forces and Spider-Man's team.

"These Spider-Slayers are really tough!" Ruby shouted while defending herself from a few Spider-Slayers before using her Semblance to blitz through them, slicing off their joints.

 ** _"_** ** _Dessstroy…Sssspider's…friendsss…"_** One of the Goblin Beowolves hissed as it lungs at Weiss, but the heiress retaliates by using her Semblance to back away as the creature lands on the ground before getting sliced in half by her.

"Great, the Grimm can talk now! As if they weren't annoying before!" Weiss said before attacking a few Ultron Bots and Goblin Goons.

"It must be because of Goblin's ISO-OZ formula!" Blake said before killing a few more Goblin Grimm and Goblin drones. "It not only made them stronger, but it also made them a lot more intelligent!" She said before attacking a few more enemies with the use of her Semblance.

"I have to say: Even though Osborn is crazy and could mean the end of us all as we know it, he truly is a genius!" Oobleck said before attacking a few more Spider-Slayers.

"I just can't until I get my hands on him! He's definitely going to pay!" Yang said, letting out a battle cry as she punches the ground, releasing a shockwave that trips up the grounded enemies, destroying a few of the robots and Grimm as some more arrive. "Ugh! These guys don't let up!" She said.

Spider-Man is currently jumping around the arena, using Zwei as his own webbed up wrecking ball and tearing apart a few more of the opposition. "You can say that again, Yang! There's to many of them!" Spider-Man said, webbing up a few more goons to the ground.

"Then I think it's the right time to use that armor, Spidey!" Blake suggested while stabbing a Spider-Slayer in its faceplate.

"Why? Are you in a rush to go somewhere?" Spider-Man joked while in this dangerous situation.

"SPIDEY!" His teammates shouted at him in anger.

"Alright! Alright! If you want to make this boring." Spidey said, tugging onto his backpack as it starts to cover him up, giving him his Iron Spider Armor. **"Let's make this quick, okay guys?"** He asked the incoming Goblin Goons that are headed his way. **"Good."** Spidey said, shooting out a repulsor blast at the baddies, covering them up in blue webbing. **"Repulsor webbing. New invention of mine. Nice, right?"** He asked before flying up into the air, style changing into his AquaCustom Style. He raises one arm straight into the air, charging up a repulsor blast from his palms while also charging up his Crimson Aura around his body. **"Here's the big one, boys and girls! Activating: Hyper Burst!"** He shouted as he shoots out a massive barrage of blue repulsor waves all across the underground hideout, destroying all of their equipment as well as destroying the enemies. Thankfully, Spidey made sure the blast was strong enough to only knock out the mutated Goblin soldiers, not killing them, while also destroying the remaining Grimm and robots.

"Sweet! You did it, Spider-Man!" Ruby said just as she and the rest of the team sits down on the ground exhausted from the battle.

"Next time, lead off with that move first." Weiss told Spider-Man as he descends back onto the ground.

 **"** **Bad kids. Luckily, we were here to put them in their place. Little dizzy here."** Spider-Man said while shaking his head to get rid of his dizziness. He then turns around and spots Goblin standing right next to him and the team. **Hey, Gobs! Don't suppose we can take a timeout or press the pause button or something, my thumbs getting tired?"** He asked the Goblin, while the mad troll just smashes his fists together and cracking his arms, ready to do battle with them. Suddenly, Peter's Spider-Sense goes off. **"What now?"** Spidey asked himself as he turns around, only for him to jump out of the way of a moving Goblin Glider before it could stap him.

 ** _"_** ** _Whoops!"_** Goblin said as he jumps into the air and lands on his Goblin Glider. **_"Sorry, but I won't be stabbed a second time by my own glider."_** He said before laughing.

 **"** **Why are you even on a glider anyways?"** Spider-Man asked him, thinking that since Goblin is a monster, and can fly while in Shin Form, he has no use for his glider.

 ** _"_** ** _I was feeling a little nostalgic! Especially when it comes to these!"_** Goblin replied, as his glider ejects two pumpkin bombs into his hands and throws it at the team, prompting them to leap away from the explosion. **_"While I would love to stay and beat you all to a pulp, I have a train to catch! TA-DA, heroes!"_** He said with a laugh as he uses his glider to head for his train.

"Why is he going to a train?" Oobleck asked. "These tunnels are sealed; the tracks lead to a dead-end."

"It doesn't matter. Knowing Goblin, he might do something crazy. We have to find him and stop him." Blake said to the team.

 **"'** **Find him.' Yeah, sure, that sounds like a great idea."** Spider-Man said in a sarcastic tone, angering Blake. **"How come nobody ever says: 'Hey, Spidey, I think going after the crazy, genetically enhanced, not to mention immortal and godlike, madman and his army is a BAD idea. Let's wait for help.'"** He suggested.

"Peter's right." Ruby said.

 **"** **I am?"**

"We need backup. Let me call Jaune." Ruby brings out her Scroll to call Jaune, but the signal is low to get a call through. "I can't get through!"

 **"** **Wow, the reception here is terrible. No wonder Goblin found this place cozy. Makes me wonder how he gets cable down here"** Spider-Man said.

"So, what do we do?" Weiss asked.

 **"** **We panic."** Spider-Man suggested, getting an annoyed look from Weiss. **"What? You wanted a suggestion."**

"Just be glad you're in that armor right now." Weiss said to him.

"I believe we only have one option…" Oobleck started talking.

Ruby turns around with her weapon is hand. "We're stopping that train!"

* * *

The train is rushing through a tunnel, loaded with mechs and whatever else Goblin put in there. A Goblin Gang member standing on the train hears a noise and looks outside the train to see rose petals and webbing. He brings out a communication device.

"I think they're on the-!" He gets webbed up in the mouth before he could finish and then Oobleck hits him in the head with his weapon.

The Goblin Knight Torchwick is in front of the train as a Goblin Goon member rushes in. "Sir! They made it on the train!" The goon told the knight.

Torchwick sighs at his incompetence. "Then grab some cargo and get them off the train!" He ordered the goon as he nods and leaves to follow his orders. "Man, animals, every one of them." He said before he looks awkwardly at the Goblin Goon sitting next to him. "Not you though, you're, heh, you're great."

* * *

Spider-Man and the rest of the team are seen standing on top of the train. "Hurry, children! We must get to the front and stop this train!" Oobleck said to the kids.

"Err…Professor?" Weiss asked him while holding up a hatch into the train.

"Doctor…"

"What's that?" She asked him as he kneels down to take a look.

"That my dear…appears to be bomb." He said, causing all the girls to cringe away from the hatch.

 **"** **And that's bad, right?"** Spider-Man asked the Doctor.

"Oh, very." Oobleck calmly replied to him.

 **"** **Good to know."**

"Guys! We've got baddies!" Ruby shouted, pointing forward on the train as dozens of Goblin Goon are climbing onto the top of the train.

"Well, I didn't expect them to go-." Oobleck stops talking as the bomb underneath charges up and starts beeping. "-easy on us." He said as he stands up. "Time to go!" He said. As the team starts running way, Oobleck stops Blake. "Blake! Detach the caboose!" It will kill us all!"

"On it." Blake said as she jumps down onto the connectors and gets ready to cut the connection, but as she does, the connection comes loose on its own. "Huh?" She asked before looking up at Oobleck. "It decoupled itself!"

"What?!"

"I guess he really doesn't want us on this train." Yang said.

 **"** **Really? What makes you say that?"** Spider-Man asked her while she just gives glares at him.

Oobleck looks back at the detached cart, it explodes in the tunnel. "That's not good…" He said.

"Err, neither is this!" Ruby said, standing next to another open hatch.

"Another bomb?!" Blake asked her.

 **"** **Jarvis! Scan this entire train! How many bombs are planted and activated?"** Spider-Man asked his AI through his armor HUD.

 _"_ _It would appear that each train cart has one bomb each."_ Jarvis tells him.

 **"** **You mean they ALL have bombs!"** Spider-Man shouted, as the bomb under them charges up and starts beeping. The cart they're on detaches itself, forcing the team to run to the next cart.

"This doesn't make sense!" Yang said.

 **"** **Believe me, when it comes to Goblin, NOTHING makes sense with him!"** Spider-Man told her as they see some more Goblin Gang members climbing onto the top of the train.

"Get the humans!" One Goblin Gang member ordered everyone.

 **"** **Ugh! We don't have time to play with you punks!"** Spider-Man said, launching a massive Hadoken straight at the goons, knocking them all out in a single blow.

"Ah man. I was hoping to have a little fun." Ruby said, disappointed that she wasn't able to fight.

 **"** **Sorry, Ruby, but we can't afford to waste any more time. Every second we waste on these grunts; Goblin is somewhere at the front of this train doing something I don't even know what he plans on doing."** Spider-Man told her.

Oobleck turns around and watches the detached train car explode. Only this time, it creates a hole allowing multiple types of goblin-enhanced Grimm to emerge. "Oh, dear…" He said as a horde of Goblin Grimm begin advancing quickly toward the runaway train.

 ** _"_** ** _Destroy…Destroy…"_** The Grimm monsters started talking.

"He's leading Grimm to the city!" Oobleck shouted at the team.

"What?!" Weiss said.

"It's the cars! They detach and explode, creating openings for the Goblin Grimm!" Oobleck said as he runs back to his kids.

"That's insane!" Blake said as another train car detaches itself.

 ** _"_** ** _Insanity is just a matter of…perspective!"_** The team turns around to see Goblin standing on his glider high in the air. **_"I call it genius, but I wouldn't expect you to understand, Kitty Cat!"_** He said with a small smile and a small laugh.

 **"** **Goblin, you maniac! Why are you doing this!"** Spider-Man demanded an answer from the green troll.

 ** _"_** ** _To help you, of course."_** Goblin replied to him.

 **"** **Help me?"**

 ** _"_** ** _Have you forgotten what I told you before, Parker? So far, you've been only using that human aura of yours, and while it does contain an incredible vast amounts of power, it's still NOTHING compared to me."_** Goblin explained to him and the rest of his team. **_"But the spider side of you…I can feel its limitless power and potential within me. After all, I do contain your DNA. It's quite a shame that not even I could unlock all its power, probably because it's only exclusive to you, boy. You must thank your Ruby friend for accidently telling me that you have this 'Great Spider-Totem God' residing within you this entire time, Hehehehe."_** He said as the team gives a mean glare at the nervously laughing Ruby for spilling the beans about that. **_"To think, Parker, you've had the powers of a God this entire time, but yet, you still refuse to embrace your Other, and I can probably guess why. You're afraid…"_** Goblin started smiling. **_"You're afraid that this power will consume you, turning you into a complete spider monster that will tear everything in its path without remorse. I will FORCE you to embrace the monster inside you. Showing this world of the monster you really are before I finish you! And I will do that, by destroying this city you try so hard to protect as if its New York!"_** He finished talking.

"WHAT?!" The entire team said in unison.

 ** _"_** ** _Yes, you heard me. While not today but soon, I plan on turning everyone in this world and the rest of the multiverse into my own slaves, everyone…except for the people of Vale AND New York. I believe they deserve harsh punishment. Nick Fury, the Avengers, everyone that is connected to you in some way, Parker, will be destroyed. I will rebuild this kingdom and New York as my own capital."_** Goblin said with a short maniacal laugh. **_"I can't wait to torture those you care about so deeply, especially those back at home, like the cat burglar, Felicia Hardy, your next door neighbor, Mary Jane Watson, and that poor, old woman, May Parker."_** He said.

 **"** **May Parker? Aunt May? What are you talking about, Osborn!? I thought you said you already killed her!"** Spider-Man shouted at him, remembering how Goblin said he killed Aunt May when they first arrived at this dimension.

 ** _"_** ** _I did? Hmmm! I guess I must have forgotten the part where I said it was a LMD of your Aunt that I killed!"_** Goblin said with a huge grin on his face.

"An LMD?" Ruby asked while titling her head.

"What's a LMD?" Blake asked Peter.

 **"** **It's short for 'Life-Model Decoy.'"** Peter answered her, while trying his best to suppress the anger he's feeling.

"Life-Model Decoy?" Weiss asked, never hearing about that before.

"I've never heard of such a thing." Oobleck said.

 **"** **They are a special, highly advanced designed robots, created by S.H.I.E.L.D., whose purpose is to take the form of any living person, effectively creating a duplicate of them. A clone you could say."** Spider-Man answered him.

"You mean to tell us that…" Yang started speaking.

 ** _"_** ** _Now you're getting it!"_** Goblin spoke up. **_"Taking a page from our dear, old friend Miles Warren, and using the power of the ISO-8, I created the perfect clone of your Aunt, down to her DNA structure and body tissue! Even to that stupid watch she was wearing as well, Ahaha! It was the only way to convince you to come to the Hellcarrier back on Earth, to test out my immortality so I could finish you off! It was the perfect way to torment you! While your real Aunt May is still back at home, drinking some tea, you are here, about to die, THINKING that your Aunt was dead, when she actually wasn't! It would continue to torture you during your afterlife! It would've been the perfect way to have my revenge on you for ruining my life! It would've been glorious! AHAHAHAHAHA!"_** Goblin let out a hysterical laughter at the expense of Peter, who is lowly growling to himself, hiding his anger.

"You monster!" Ruby yelled at him.

"I take back everything I said about you, Osborn! You're worse than Dr. Merlot!" Oobleck shouted at him.

"You're pure evil! Blake shouted at him, but he ignores it as he continues laughing in a hysteric manner.

 **"** **Goblin…"** Spider-Man lowly said to himself, getting more and more angry as his aura starts to envelop him in a violent rage.

 ** _"_** ** _Wrong aura, boy!"_** Goblin said as he stops laughing. ** _"C'mon! Use that other, more monstrous side of you! Go wild! Lose your humanity, just like I did! Show the people of this world a TRUE monster, and then I can finally get rid of you as a monster! Ahahahahahaha!"_** He continues laughing on board his goblin glider, that is until Ruby and the rest of the girls start firing at him, almost making him lose balance.

 **"** **Huh?"** Peter snaps out of it as his aura disappears.

"Don't listen to him, Pete!" Ruby said to him.

"You're not a monster, no matter how many times he tells you!" Weiss said to him.

"Spider or man, you're still Peter Parker!" Blake also tells him.

"And that part never going to change, even if you become a giant man-spider!" Yang said to him with a wink.

 ** _"_** ** _Argh! Foolish children!"_** Goblin snarled while rubbing his head. **_"The sins of Parker shall be visited upon his friends! You girls will be paid ten-fold!"_** He said, clenching his fist in the air enraged.

 **"** **Not today, Gobby!"** Spider-Man declared, activating his jet boots and lungs himself right at Goblin, knocking him to a wall of the tunnel. **"You're not hurting anyone, not when I'm here!"** He said as he pins Goblin to the wall.

 ** _"_** ** _Then it's a good thing I plan on killing you, soon enough!"_** Goblin said, releasing himself from the wall as he and Spider-Man fight in the air, shooting out pumpkin bombs, fireballs, repulsor blasts, and webbing during their fight.

"Alright! While Goblin's distracted, you three must go below and try to stop those bombs!" Oobleck ordered Weiss, Blake, and Yang.

"What about us?" Ruby asked the doctor.

"We're going to stop this train." Oobleck said to her.

"Yeah, I know. I said that earlier." Ruby reminded him, saddening the doctor for a bit.

While Spider-Man and Goblin are still duking it out in the air, following the train as it continues moving through the tunnels, his teammates are moving forward, as they spot a few Goblin Gang members start piloting multiple Paladin-290s, with the Goblin symbol on it. Ruby, Zwei, and Oobleck sees what they are up against.

"Up ahead! Oobleck said as a Paladin is seen charging towards them. "We got a problem!" He said before taking a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The Paladin is seen shooting, only for it to get knocked off the train by the combination attack. The Paladin tumbles on the train tracks, and explodes when it hits a barricade. Another Paladin appears in front of Zwei, its guns aimed at him. Suddenly, multiple fire attacks hit it, and Oobleck swiftly knocks it off the train as well.

* * *

Down below, Yang, Weiss, and Blake enter the train car. "I guess this is what we trained for." Yang said to the other two.

Weiss reaches into her pouch and gives Blake a magazine filled with Dust vials. "Here, this should help you." Weiss said her friend, as Blake slides the mag into Gambol Shroud, and then the three of them charge forward. Weiss then takes out her Scroll to call Peter. "Peter? You hanging in there?" She asked him as the call picks up.

 _"_ _Oh sure. Hanging, crawling, leaping-all part of the service. And you can stop worrying about me, Mommy. I'm doing fine. Nothing to worry about"_ Peter said through the Scroll, annoying Weiss as she was just hoping for a simple answer. Then, the three of them hear a loud thump from the right side of the train. _"You can ignore that."_ Peter said, as the girls can hear his jet boots activating from the wall of the train, presumably heading back to fight Goblin as he hangs up the call.

Suddenly, the mutated enhanced Neopolitan, now known as Menace, drops from the ceiling and blocks the girls' path. "You two go on ahead. This one's mine." Yang said, prompting Blake and Weiss to proceed forward. As Menace prepares for their attack, Yang fires a round to distract her, allowing Blake and Weiss to continue. Yang steps forward toward her opponent, staring down as Menace gives a sinister smile, with Yang frowning at her. Yang tightens her fist, and throws a simple forward punch towards Menace's face, which is deflected with a white flash of unknown origin from Menace, causing Yang to stumble back. Menace opens her umbrella, and the fight begins.

Yang dashes forwards, unleashing a flurry of several punches, resetting each time instead of redirecting her blows, as Menace simply dodges each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful punch, elbow, and kick, Yang continues moving forward as her last three blows bring her to a knee, where she attempts a roundhouse kick, allowing Menace to deliver a spinning hook kick, knocking Yang to the ground, the former's guard completely open on the left side.

While on the ground, Yang growls in anger, to which Menace responds by performing a drop kick. However, Yang dodges by rolling away, and subsequently springing up to attack once again.

Menace counters through a pull in redirection of force technique, pulling Yang's arm in with her own left arm, and performing a well-executed ax kick to hit Yang on the chin, before kicking Yang in the stomach with a perfect side kick. Menace then begins pushing Yang back via her umbrella, now on the offensive, as Yang tries to counter her movements with Ember Celica. Menace is able to effortlessly push Yang back against a wall, until the latter shoots a blast directly towards the former's feet. Menace, however, simply backflips effortlessly, and she lands perfectly on a metal container, before sitting, waiting for Yang's next attack.

* * *

In the next train car, Blake and Weiss are seen running, and then look at each other when they hear the sound of revving up ahead. A figure is seen dragging a chainsaw along the floor. The camera pans up, revealing a Goblin Nation Lieutenant.

"You go on ahead!" Weiss tells Blake.

"Got it!" Blake agrees as the Lieutenant chuckles menacingly as he holds up his chainsaw. The two Huntresses-in-training charge forward, with Blake deflecting an attack as Weiss flips backward. Weiss delivers multiple strikes at the Lieutenant, knocking him down. She then smiles at Blake as she proceeds to the next car. The Lieutenant gets back up, again chuckling menacingly.

"Finally, I get to kill a Schnee…" The Goblin Goon Lieutenant said sinisterly as Weiss holds up her Myrtenaster en garde.

* * *

In the next train car, Blake stops and grits her teeth when she's greeted by a familiar foe.

"Hello, kitty cat. You miss me?" The Goblin Knight Torchwick asked her. "You know, we really gotta stop meeting like this. People are gonna talk..." He said to her, taking out his cane that turns into a flame sword, complements to the Goblin King as he starts laughing sinisterly.

Blake charges forward for an attack, using her Semblance combined with dust to create a fiery shadow of herself. Roman strikes it and it explodes, propelling him into the air. Blake jumps up and delivers some midair strikes to knock him down, then lands in a fighting stance. Roman fires a blast from his flame sword, and Blake uses dust to create a stone shadow of herself to take the blow. She leaps overhead and prepares to strike, only to feint again and create another shadow of herself with her Semblance. Roman blocks a flurry of attacks from Blake and tries to strike her with an overhead blow, but she dodges back and creates a frozen shadow that traps his weapon, but only for a little while since his cane is now made out of fire. But this gives Blake enough time to perform a vertical slash that sends a shockwave down the train car, destroying the ice sculpture and knocking Roman into the door where he drops his weapon. Before Roman can stand up, Blake steps on his chest and holds her blade to his face.

Roman laughs insanely, even though he's pin to the ground, which sort of creeps Blake out, as he is clearly not the same man from before he took the ISO-OZ formula. "Why are we fighting? I saw you at the rally, we're on the same side and you know it..." He tells her.

Blake grits her teeth. "Same side?! You're working with a madman that could destroy our ENTIRE reality! I will never be on the same side as you!"

"EHEHEHAHAHAHAH!" Torchwick starts laughing, as he bust out his Lunatic Laugh sonic attack, causing Blake to lose her balance as she steps away from the lunatic while covering her ears in pain. Using this to his advantage, Roman happily kicks Blake in the face, knocking her to the wall. He then quickly grabs her by the throat, while laughing maniacally before throwing her across the room.

* * *

Meanwhile, Weiss is currently fighting against the Lieutenant, as he runs towards Weiss as she raises her weapon defensively before using Myrtenaster to draw a pale blue circle in the air, forming a force-field. Cyan shockwaves radiate from the center of the force-field as the Lieutenant tries, in vain, to saw through it. Weiss then knocks him back with a slash from her weapon. He attempts another overhead swipe, but Weiss points her weapon downwards and lets the chainsaw simply run down the side of it, creating sparks but missing her completely. She then spins and slashes him again, knocking him back. She flips gracefully over him, slashing at his head and landing on the other side of him.

He gets up and spins around, viciously swiping towards her sideways with the chainsaw. She acrobatically lowers her body underneath it, dodging the blow and back flipping out of range before attacking in a series of slashes and stabs that throw him into the air and back onto the ground. She flips over him, facing him from another angle.

Rising from the ground, he slashes towards her, but she ducks out of the way. After attempting another overhead slash, which she dodges again, he manages to briefly knock her back after the two weapons clash. However, his subsequent kick towards her meets only a pile of boxes, as she leaps onto the ceiling. She spirals downwards with her weapon outstretched, but he steps out of the way. She lands, before getting up, deflecting one of his attacks, performing a backflip and countering with a stab of her own, which sends him flying backwards. As he stands back on his feet, Weiss holds Myrtenaster in front of her and concentrates, mixing yellow Dust with a glyph to create a haste glyph beneath herself. Utilizing her speed power up, Weiss charges forward and creates a series of glyphs that surround the Lieutenant. She leaps and begins ricocheting off each of the glyphs, slashing him extremely quickly each time she passes him, knocking him to the ground.

Creating another glyph, Weiss attempts to stab him where he lies, but he rolls backwards, preventing her from doing so. She jumps in the air in order to attack him again, but he yells, "C'mere, princess!" and grabs her face before brutally raising her above his head and slamming her into the ground, causing debris to be flung around. He then throws her into the air and slashes at her with his chainsaw before the fight is cut abruptly.

* * *

As Yang approaches her, Menace smiles, taunting her, before Yang unleashes another attack. Menace counters, and begins kicking Yang back. Yang unleashes another blast from Ember, which Menace blocks. The two spar briefly, hand to hand, before Yang grabs Menace's foot, and pulls her closer to throw her, only for Menace to perfectly counter, before grappling Yang and using her momentum to throw her into the ceiling, knocking her unconscious.

* * *

We cut back to Blake as she slowly gets up from the floor as the Goblin Knight approaches her. "Oh, still feisty. Soooo, what are we gonna do now? You think a little bow on top is gonna make people forget who you were? What you've done...?" He asked her as she stands up looking tired and weak. Then, they both hear the door from the previous train car open up. An unconscious Weiss is thrown to the floor, with the Lieutenant emerging from the doorway, holding his chainsaw. "So what's it gonna be, Blake?" Roman asked her, as Blake quickly goes over to Weiss' aid, and flees immediately as the Lieutenant and Roman laugh insanely at their departure.

* * *

Meanwhile, Menace is seen pulling a hidden blade from within her umbrella and approaching the unconscious Yang. She prepares to deal the finishing blow, grinning sadistically while doing so. Suddenly, a masked warrior - raven-haired and clad in red and black - comes out of nowhere and knocks Menace back. Menace's eyes change from green and pink to white, mirroring her fearful expression. The mysterious swordswoman slowly draws her sword again - long and crimson red - and holds it up intimidatingly. Menace, realizing the imminent threat before her, wastes no time and tries to escape, but a dark blue skin man, with glowing yellow-red eyes and glowing, spiky shoulder-length hair, fangs and short protrusions on his forehead, resembling growing horns, stops her from escaping.

 **BGM- Super Street Fighter IV Arcade Edition OST- Theme of Oni**

 ** _"_** ** _Where do you think you're going?"_** The man with a demonic voice asked her. Menace, looking absolutely terrified, slowly turns her head behind herself, wondering who is behind her. Before she could fully turn around, she is quickly attacked by a flurry of quick punches that are so fast that not even the Masked Woman can keep track of his movements. After a few seconds of rapid fire punches, Menace, all beaten up, is laying down on the floor dead, with her eyes still open but her body remains un-moving. **_"You have disappointed the King with your failure, and for that, you deserved death."_** The man without any sandals said to the dead Menace.

 _"_ _What power…This demonic presence…"_ The Masked Woman said in her thoughts, completely impressed and a bit terrified at the power this one holds. "Who are you?" She asked the demon.

 ** _"_** ** _I am evil incarnate, and I serve as the Goblin's King number one solider. I am Oni."_** Oni said as he takes a step forward, cracking the floor with each step as the Masked Woman gets her blade ready. **_"It is time that Oni destroys both you and the girl, so says the Goblin King."_** He tells her.

The still-unconscious Yang groans as the Masked Woman takes a look back at her before looking back at Oni. "No. Just fight me instead. Leave her out of this." She tells the blue-skin demon.

 ** _"_** ** _Hmph. Fine."_** Oni said as he crosses his arms. **_"Oni will destroy you first, then the girl."_**

"Let's take this fight someplace else. I don't want her to get caught in the crossfire. Is that a deal?" The Masked Warrior asked him as she creates a portal for the two of them.

 ** _"_** ** _Whatever. I don't want to disrupt the King's plans if we fight in this small container. But after I'm done with you, I WILL come back for the girl."_** Oni said as he heads towards the portal, with the woman following right behind him. At that moment, Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a brief glimpse at her rescuer before the woman disappears. Yang rubs her head, still reeling after just regaining consciousness, before standing up and leaving the scene.

 **BGM Ends**

* * *

Back to Ruby and Oobleck, the Doctor dodges a couple swipes from the Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them switch positions.

"Ruby! You go on ahead!" Oobleck ordered his student.

"But-."

"Don't worry, Ruby. It's time…I teach them a lesson…" He said as the doctor goes to take on two oncoming Paladins.

Before she leaves, Ruby notices the saddened Zwei looking up at her. She smiles and motions for him to go join his new friend. "Go." She said to her dog, as Zwei's expression changes dramatically and barks happily before running off to fight alongside the Doctor.

Ruby hurries to the front of the train. The remaining members of Team RWBYP, except for Peter, reemerge from the train cars to rejoin their leader. "Where's Peter?" Weiss asked the team.

Before they could start looking around, they see Spider-Man crashing flat onto the surface of the train, right in front of Ruby. "Found him." Ruby said as Spider-Man slowly gets up from the fall. They all then get immediately startled as they hear a familiar laugh, as the Green Goblin, on his goblin glider, hovers right in front of them.

 ** _"_** ** _It would seem that I have reached my stop! I have to get ready for my BIG announcement, so try not to die or get blown up! I'll PROBABLY get disappointed if you do! TA-TA!"_** Goblin waved at them before laughing as he teleports away in a blaze of glory.

Ruby and Spider-Man looks on worriedly as they realize the train is on a collision course with a thick concrete wall, completely covered in pumpkin bombs. **"Oh, come on! Really?!"** Spider-Man said, as they get closer and closer to the wall.

"What do we do?" Blake asked her teammates.

Ruby, Weiss, and Spider-Man smile at each other (even though Peter is wearing a mask). Spider-Man style changes into an ElecShield Style, creating a powerful and dense electric shield dome around them, which is then reinforced by Weiss forming an ice shield around it, as they brace themselves for the impending crash and explosions from the pumpkin bombs.

* * *

The team managed to survive the collision, as Spider-Man shakes his head to make sure nothing is broken, and to regain his vision. **"Ah man. What is that noise?"** Spidey asked himself as he hears the emergency alarm blaring in his ears. He sees Ruby right next to him, semi-unconscious. **"Ruby…Are you okay?"** He asked her.

"Yeah…I'm fine." Ruby said, calming Peter down as he almost thought her lost her.

Spidey turns his head to the lower right and sees Blake and Yang slowly getting back up. He then turns his head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at him and her team leader signaling she's okay. As the team starts to get up, they see they have returned to the central part of Vale. **"No. No. No! No! No!"** Spider-Man said frantically, as multiple civilians in the area notice them among the debris. Suddenly, his Spider-Sense starts to tingle like crazy, as his eyes widen as he already knows what is going to happen. **"EVERYONE! GET OUT OF HERE! RUN!"** He shouted at the civilians, as a giant, goblin enhanced King Taijitu emerges from the hole, and multiple Goblin Grimm start pouring into Vale, along with Spider-Slayers, Goblin Guard Androids, and Ultron Bots. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBYP can do is watch in horror.

 **"** **No! This can't be happening!"** Spider-Man said, clenching his fist in rage. Suddenly, the team is surrounded by a dozen Ultron Bots and Spider-Slayers, pointing their weapons right at the five of them.

 **"** **Objective complete! Infiltration into Vale is now a success!"** One of the Spider-Slayers started talking in a robotic voice.

 **"** **Now starting new objective!"** One of the Goblin Guard Androids started talking as well.

 **"** **Eliminate Spider-Man and his friends, along with the rest of this city!"** An Ultron Bot said. **"All hail the Goblin King!"** He started talking.

 **"** **All hail the Goblin King! All hail the Goblin King! All hail the Goblin King!"** All the robots start chanting, with the image of the Green Goblin appearing on the blue faceplate of the Spider-Slayers.

Spider-Man is starting to get really irritated from all the chanting, as he busts out his Crimson Aura at full blast and unleashes a powerful battle cry, along with a powerful repulsor blast from his palm, destroying most of the robots that were surrounding them. **"King this, King that! I'VE JUST ABOUT HAD IT WITH GOBLIN'S EGO!"** Spider-Man yelled out as his aura charges up violently. **"And until Goblin shows his face here, I'll spend my time destroying each and every one of you until you all turn into dust, and I don't mean the crystal kind! So, what are you all waiting for…"** He said as he sees more Grimm and robots approaching them. The rest of his teammates have a determined expression on their faces as they line up, side by side Spider-Man, as they get into fighting position. **"Bring it on!"** He said in a serious tone of voice.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. I can't believe Goblin and his cronies! Attacking the city like this! I have to make sure no one gets hurt! NO ONE!**

 **Torchwick: Sorry, Spider. But that might be a little harder than you think.**

 **Spider-Man: Never underestimate me, Torchwick! I'll save everyone, and then I'll kick you and Goblin's butt all the way to another dimension.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Goblin Nation (Part 2)- Rise of the Goblin King_**

 **Ruby: We could use some serious back-up here!**

* * *

 **KFX here: So, good news, Aunt May is still alive, if you actually paid attention to this chapter. This idea was inspired by the time Aunt May did die in the comics, only later we found out it was an actress that was genetically altered by the Green Goblin to torment Peter because he loves doing that. And this is only the beginning of this four parter, as things will definitely get heated up really soon. And I SWEAR, this is not the last part of the story, even though it almost feels like it. The final battle won't happen until Volume 3, and man do I have some surprises for that Volume. See ya soon.**


	54. Vol 2 Issue 20: Goblin Nation (Part 2)

_Vol 2 Issue 20: Goblin Nation (Part 2)- Rise of the Goblin King_

 **Beacon Academy**

Jaune, who is wearing his pajamas, is sleeping during the night inside his dorm room, talking in his sleep. "Waffles…" Until he is suddenly woken up to a call from his Scroll, with the ringtone being 'It's a Big Ursa!' playing. "Hello?" He said as he answers his Scroll, but receives noise from it for about six seconds from Ruby's Scroll before the call ends. "Uh, Ruby?" He asked himself, wondering why Ruby is calling him late at night.

* * *

"I'm sure they're fine." Pyrrha said to her team leader as she and the rest of team JNPR walk outside at dawn towards their Bullhead.

"You think?" Jaune asked, still thinking Ruby and the others might be in trouble.

"Probably a butt dial…" Nora said.

"Team RWBYP has performed exceptionally in the field. And with someone like Peter on their side, they can definitely handle themselves." Ren assured Jaune. "C'mon. We should be focusing on our own mission."

"We're gonna be deputies!" Nora said with excitement in her voice.

"I just got this feeling…I don't know." Jaune said with a glum look on his face.

"Jaune…" Pyrrha said to him. Suddenly, the team hear alarms blaring out as they see the city up in smoke.

"We're changing our mission. Everyone on board!" Jaune ordered his teammates as they toward their ride. As the two girls head inside the Bullhead, Jaune stops Ren before he could get in. "Ren, we'll make it to that village another time." He said to him as Ren heads inside the Bullhead. "Take us into the city!" Jaune ordered the pilot as the Bullhead takes off.

As they take off, Mercury, Cinder, and Emerald are watching nearby. "You don't think…" Emerald started talking.

"Sure looks like it." Mercury answered her, knowing what she was about to say.

"That's still days away!" Emerald said.

Suddenly, Cinder gets a call from her Scroll, with the person on the other line is none other than Norman Osborn, who is also the Green Goblin, but Cinder doesn't know about that. Cinder answers her Scroll, "Norman, what's going on out there?" Cinder asked him, slightly annoyed.

 _"_ _It's Torchwick! For some reason, that fool and the rest of the White Fang have gone out of control!"_ Norman tells her through the Scroll, acting in panic.

"What do you mean by 'out of control?'" Cinder asked him another question.

 _"_ _They've all changed in appearance and power! Torchwick said he's now working with some guy named the 'Green Goblin!'"_ Norman informed her, which surprises and angers Cinder, remembering how Goblin stopped her from hacking the CCT Tower during the Beacon Dance. _"They've already hacked into the Spider-Slayers and they are currently attacking the city!"_

"Norman! Try to regain control of the Slayers! We'll go deal with that traitor Roman!" Cinder said, hanging up the call, as the three of them head towards the city.

* * *

 **City of Vale**

The armored, Iron Spider-Man and the rest of Team RWBYP are surrounded in the middle of the pavilion by all sorts of bad guys: Goblin Grimm, Goblin Guard Robos, Ultron Sentries, and Spider Slayers.

"So, Spidey? Is this how New York is always like, you know, getting invaded by monsters and such almost all the time?" Weiss asked him.

 **"** **Oh no. It's MUCH worse back at New York."** Spider-Man answers her. **"Usually, the whole city would catch on fire, we would have dozens of enemy ships floating in the air, and half of the time, a giant hole in the sky that leads deep into space, signaling even more bad news. So, you know, a Tuesday."** Spider-Man told them, prompting the girls to gulp in fear if this battle escalates even further than it already is.

"AHAHAHAHAHA!" A loud, and painful laugh is heard from the sky, causing Spidey and the girls to cover their ears in pain, as they recognize that sonic attack from anywhere. The Goblin Knight, Roman Torchwick, is seen flapping his wings in the air, grinning happily as he lands in front of his soldiers. "Goblin Nation! Destroy this city and the girls, but leave the Spider to me!" He ordered them.

 **"** **I sense hostility! Go with your feelings!"** Spider-Man said to Torchwick, who is just laughing insanely to himself.

"I cannot wait to finally destroy you, Spider-Man! After all these months, you are finally going to receive harsh punishment you deserve!" Torchwick said as he walks closer to Spider-Man, as the madman continues to grin.

 **"** **Just because you drank some Mountain Dew and got some cool-looking armor, doesn't mean you are a match for-!"** Spider-Man stopped talking, as he was kicked to the chest by Torchwick so hard, that he was flung to a nearby wall of a building. **"Me…"** He said as a couple of pebbles fall on his head. He then sees Torchwick flying up into the sky laughing and leaving the battlefield. **"Hey! Don't you fly away while I'm taunting you!"** Spider-Man shakes his fist as the retreating Torchwick, activating his jet boots and starts chasing him through the city, while the girls over at Team RWBYP deal with the Goblin Army by themselves.

 **BGM- Sonic Mania OST- Eggman Boss 1 (Ruby Delusions)**

Spider-Man is currently chasing Torchwick in the skies of Vale, as the insane Knight starts throwing pumpkin bombs from his costume and right at the dodging Spider. "Think fast! Think faster! Because today, you are in a particularly unfriendly neighborhood, Spider-Man!" Torchwick said, as he stops throwing pumpkin bombs and takes out his Flame Sword cane to attack the Spider. The hero quickly style changed into his AquaCustom Style, forming a water-web scythe to counter his flame cane, as the two start to clash weapons in the air. "Although, I will admit, you have an annoying tendency to, well…survive! The Goblin Nation has every contingency in place to test the outer limits of that talent!" He said, kicking Spider-Man in the chest, hurling him to a nearby building again before he starts falling. "Until all that remains, is a red-and-blue stain on the pavement!" He said as he follows Spider-Man down to the streets below.

 **"** **Hmm! Where have I heard that one before?"** Spider-Man asked, as he starts web-swinging through the city, with the Goblin Knight still chasing him. **"Oh yeah! From every supervillain I've come up against!"**

"Then perhaps it will be, _original_ , if I remain silent while watching you BURN!" Roman shouted, taking out a pumpkin bomb and throws it at Spider-Man.

 **"** **I'm pretty sure Osborn said the exact same thing 20 times before, back when he was just a guy in a costume!"** Spider-man told him, webbing up the pumpkin bomb and throws it back at Torchwick's face, temporarily knocking him off the air. Using this to his advantage, Spider-Man starts flying again and goes towards Torchwick's direction, as the two start to exchange fists with each other before Torchwick flies off again, with Spider-Man right behind him.

As Spider-Man is chasing Torchwick over the rooftops of Vale, a nearby water tank opens up, revealing a gun that shoots out pumpkin bombs. **"Ah, this can't be good."** Spider-Man said to himself, activating his GravityShield Style change, creating a gravitation barrier around himself, shielding him from the dozens of pumpkin bombs from the numerous water tanks on the rooftops.

 _"_ _Spider-Man! Peter! Are you there?"_ Ruby calls him through his armor.

 **"** **Ruby! What's going on? I'm kind of busy at the moment!"** Spider-Man said to her dodging the pumpkin bombs while also dodging attacks from Roman and his flame sword.

 _"_ _So are we! We're overwhelmed here! What's going on at your end?"_ She asked him.

 **"** **I'm dodging like a thousand pumpkin bombs thrown at me! Not only that, I also have a laughing, old lunatic chasing me with his cane!"** Spider-Man replied to her.

 _"_ _Seriously?!"_

 **"** **Yes, seriously! Goblin must have booby-trapped the entire city!"** Spider-Man said.

 _"_ _But, when did he have the time to do that?"_ Ruby asked him.

Peter thinks about it for a second before he horrifyingly realized when Goblin had the time to plan this. **"Goblin! He must have done this while I was out being Spider-Man for two weeks after our last battle! He set me up! He had this all planned out! Damn it all!"** Spider-Man said in anger, shooting out repulsor blast at the bomb-filled water tanks, blowing them up. **"I should've never quitted being Spider-Man during that time! It's my fault that the city is in danger! So it's my responsibility that I save it! Whatever it takes!"** He said with determination, that is until he saw dozens of Goblin Robos and Spider-Slayers on the rooftops, ready to attack. **"And of course, the Gob squad are out here to greet me! Perfect!"** He said sarcastically, as the robots take aim and fire at the Spider in the air. Spider-Man changes into his ElecGuts Style and starts shooting lightning-like repulsor blasts from his gauntlets, taking down the dozens of robots on the rooftops.

After he's done that, Spider-Man is greeted by a couple of Goblin Gang Goons flying small machines that shoot out green, sticky goop right at him and the people in the city below. **"No!"** Spider-Man shouted, powering up his jet boots as he speeds up to rescue the civilians before they get stuck to the ground. He then lands on the ground and webs up the front window of their machines, causing them to crash down into the ground, with Spider-Man webbing them up before they could cause any more collateral damage. His Spider-Sense rings as it directs him to a couple of civilians about to be pounced on by some Goblin Grimm Beowolves and Ursai. **"Go back to the zoo, you crazy animals!"** Spider-Man said, running up to the Grimm and blasting them with a couple of repulsor blast, destroying the creatures and saving the people. **"Are you people alright? If so, get to a safe place! Now!"** He tells them, in which they follow. Suddenly, his Spider-Sense starts ringing again as a car is thrown right at him thanks to Torchwick.

Luckily, Spider-Man was able to catch it before anyone can get hurt, but is then met with an uppercut from Torchwick straight vertically into the air, with a couple of Spider-Slayers to shoot right at him, damaging his armor as he is knocked onto the top of a rooftop.

"Ahhh, what's wrong, Spider-Man? Off your game!" Torchwick laughs, releasing his Lunatic Laugh again that hurts Spider-Man's ears, even with the armor, but luckily, the hero came prepared. He style changes into a new style, Shadow Style, giving him a ninja-like design, like an elongated helmet that resembles a streamlined biker's, a high collar, and two wing-like scarf attachments. He's currently in HeatShadow style, giving him stealth and Sonic shielding capabilities, just like his regular costume. With this new style, Spider-Man is able to resist Torchwick's Sonic sound attack, flying himself straight at Torchwick and uppercuts him from the jaw.

 **"** **Naw! Game's good, Torch! Just getting aquatinted with the rules!"** Spider-Man said, shooting a web line at Torchwick and throws him to the wall of a nearby building, with him getting back up and flying away, with Spidey chasing him.

"Rule one: Spidey must splat!" Torchwick said, turning around and slamming his fists together on the top of Spidey's head, knocking him down to the ground.

 **"** **Rule two: Ignore rule one!"** Spider-Man said, regaining his balance in the air, style changing into EarthGuts Style, shooting out repulsor blasts that hits as hard as a rock right at him, but Torchwick dodges them effortlessly.

"Then, how about rule three: Putting the people in harm's way!" Torchwick said with a laugh, throwing a couple of pumpkin bombs onto the lower parts of a tall, vertical building, causing it to explode and the building to fall onto a large crowd.

 **BGM Ends**

 **BGM- Dragon Ball Super OST- An Antagonistic Battle**

 **"** **Oh no! Those people! They're gonna get squashed! And, wait a minute…"** Spider-Man quickly zooms in with the armor to examine the crowd, and spots two familiar looking people. **"It's May and Ben Burnside."** He whispered to himself. Spider-Man quickly webs up Torchwick to a wall and quickly flies off to ground, holding the building from its side with all his strength before anyone can get squashed.

"Spider-Man!" May Burnside said, recognizing Peter.

 **"** **Everyone! Move! Now!"** Spider-Man said, struggling to hold the building before it could kill everyone.

"You heard the kid! Let's move people!" Ben Burnside said, as he and May help the people escape. With the people out of harm's way, Peter webs up the building, using his new quick-drying web-cement webbing he made at the Beacon Lab.

Peter pants to himself as May and Ben Burnside run back to him. "Peter! Are you okay?" May asked him.

 **"** **I'm fine! I'm fine!"** Spider-Man said, still exhausted. Suddenly, his Spider-Sense tingles as he quickly turns around and sees a pumpkin bomb thrown by Torchwick that is about to hit the unexpecting May and Ben Burnside. **"NO!"** Spider-Man shouted, quickly moving in front of the bomb, taking the hit head on, saving the Burnsides.

 **BGM Ends**

"Peter! Are you okay? Speak to us!" Ben asked the hero. Peter coughs, letting the Burnsides know he's still alive.

 **"** **I'm fine…Get out of here."** Peter said as he starts standing up.

"You heard him, May! Let's go!" Ben said, taking May's left arm to help her up.

"Alright. Be safe, Peter." May said, as the two start running away from the battle.

 **BGM- Dragon Ball Super OST- Inescapable Fear**

"Oh no! You are not getting away from me!" Torchwick said, about to throw another pumpkin bomb at them, but is interrupted as Spider-Man quickly flies right next to him with a repulsor-charged punch, sending him flying through the air.

 **"** **No more, Roman! You hear me!? I'm not going to let ANYONE else die because of people like you!"** Spider-Man shouted at him in anger, since he almost lost two people that reminded him of his Uncle Ben and Aunt May, and now he's not holding back, as the enraged, spider hero charges up his Crimson/Great Weaver Aura and starts flying right at Roman.

"I'm glad you finally got my name right, Spider! Too bad you are about to die! AHAHAHAHA!" Torchwick starts laughing, releasing a more-powerful sonic attack right at Spider-Man, but the hero doesn't bother to change into his Shadow Style, as he is too angry to think about it. Using his strength, his rage, and his anger, Spider-Man managed to push through the sonic attack, surprising Torchwick. "Impossible!" He said, before getting punched in the teeth by Spider-Man, knocking out all but a couple of his teeth. Torchwick is in pain, as blood starts coming out from his mouth. "Who would've thought that when you stop making jokes, you are actually really scary and powerful?" He said, trying to sooth his pain. He is then grabbed by the leg and is thrown across the city by Spider-Man.

 **"** **Trust me, Torchwick. You have no idea what I'm capable of, especially when you threaten my friends and family."** Spider-Man said in a dark tone as he starts chasing Torchwick again.

 **BGM Ends**

* * *

 **BGM- Dragonball Z Budokai Tenkaichi 3 OST- Shootout in Meteor**

Meanwhile, back with the rest of Spider-Man's team, the girls are currently fighting off the army composed of Grimm, Spider-Slayers, etc. Ruby plants her Crescent Rose on the ground before kicking away the opposition. Yang propels herself upwards, performing aerial bombardments with Ember Celica on the Spider-Slayers before three Giant, goblin Nevermores send her crashing to the ground. Blake slashes a Grimm Beowolf with her weapon before firing on the other approaching Grimm and Ultron Bots. Weiss slashes three Goblin Guard Robos, before summoning a glyph to conjure up an ice blade. Yang, back on the ground, sends several cars flying towards the Grimm. As Ruby finishes slashing at a Grimm and Spider-Slayer, she notices the goblin-enhanced King Taijitu ready for an attack, until she also sees Nora flying on her hammer towards the King Taijitu. "NORA SMASH!" Nora shouted, slamming her hammer on the head and killing the beast.

She lands right next to the rest of her teammates, armed and ready for battle. "Let's move!" Pyrrha shouted, as she, Nora, and Ren proceed to attack Goblin's forces.

"Okay, who's first?" Jaune asked. Getting his wish, a giant, goblin Ursa Grimm stands behind him as the boy turns around and notices it. "Oh-oh-okay, you're first, huh? Okay, no, that's fine." He said nervously. Pyrrha kills a few more Grimm and robots before she turns her attention to Jaune's fight with the Ursa. "Totally fine, done this before, done this before…" He said nervously. With a mighty scream, Jaune slashes the Ursa several times before it falls. Pyrrha smiles, as she notices his improvement.

A few feet from the fallen Ursa, Sun and Neptune arrive, flashing their badges. "Nobody move! Junior detectives!" Sun shouted.

"We have badges so you know it's official!" Neptune said. The two of them stop talking as they notice a fleet coming from the Atlesian Military, consisting of dropships deploying Atlesian Knight-200 units and the flagship of James Ironwood. Sun and Neptune react in awe of the fleet as Sun drops his badge to the floor. As Team RWBYP looks up in the sky, an Ursa takes the opportunity to attack Ruby from behind. However, it is gunned down by a dropship's machine gun. As the robotic Knights deploy, they start gunning down the Grimm and the rest of Goblin's army. Two of the Knights are stampeded on by a Boarbatusk, but a separate group of three Knights fire on an Ursa, and another Ursa has fallen from a Knight's punch. Cinder nods her head, signaling Mercury and Emerald to attack the Grimm as she walks off. As an Ursa receives the business end of Mercury's Boots, at least half a dozen assorted Grimm and Spider-Slayers stand in front of Emerald. It turns out that Emerald's Weapons are actually a pair of bladed, revolver shaped pistols firing Dust particle lasers at the Grimm. The Grimm and Slayer pack learn this the hard way, when all but a single Ursa fall while charging at Emerald. Emerald quickly transforms her pistols into kopis blades, flipping and slashing at the rampaging Ursa to kill it. Out of the opening comes Zwei, followed by Dr. Bartholomew Oobleck in a damaged Atlesian Paladin-290.

An airship arrives, dropping off Team CFVY and Professor Peter Port. As Yatsuhashi Daichi is surrounded by a pack of Grimm, he swings his mighty great sword on the ground, unleashing a shockwave. Velvet Scarlatina and Fox Alistair respectively kick and punch the Grimm, and Fox unleashes a combo of slashes and punches that make a spiked Ursa explode, impaling the nearby Grimm with its spikes.

"Nice hustle, Fox. Good job." Coco said to him, giving him a light pat on the butt. She is then approached by a large, goblin Beowolf. "You just destroyed my favorite clothing store." She then spits. "Prepare to die." She said calmly, swatting away its right hand, kicking the Beowolf in the crotch. She, as it falls to the ground and looks at her, leans down and slams her bag onto its head. She effortlessly swats away more beowolves, and the rest of Team CFVY resume fighting. Velvet steps forward, about to open her box. "Hey, come on, you just spent all the semester building that up. Don't waste it here." She said to the bunny faunus. Coco then transforms her handbag into a giant minigun, and starts firing, slaughtering the advancing horde of Grimm, including a Death Stalker and three Nevermores. Port and Oobleck regroup at the opening, nodding their heads. They fire their weapons at the approaching Grimm and robots, while Glynda mops up the remnants and immediately closes the opening with the power of telekinesis.

 **BGM Ends**

* * *

Later, everyone is meets in the pavilion, that includes Mercury and Emerald. "Hey! Has anyone seen Spider-Man? Shouldn't he have been here helping us?" Jaune asked everyone.

"He was somewhere in town, fighting Torchwick. I do hope he's okay." Ruby said, a bit worried for his friend.

"If Spider-Man is as strong as he is, I'm sure he's doing just fine." Mercury said to her.

"AAAAAAAHHHHH!" Everyone at the pavilion heard a scream not far from where they are standing.

"What was that?" Glynda asked everyone, until they see Torchwick crash landing to the ground close to them, beaten and a bit bruised up.

"Is that Torchwick?" Emerald asked as the crime boss looks a bit different from before.

"Whoa. Someone beat him up pretty bad." Mercury said.

They all turn around to see Spider-Man flying in the air, landing right behind Torchwick, who is slowly crawling away from the Spider. He tries to take out his flame sword, but Spider-Man web yanks it away from his hand before webbing his hands to the ground. He then steps on his back and proceeds to rip of Torchwick's wings so he won't escape again. **"This time, you're grounded!"** Spider-Man said, still angry that Torchwick almost killed the Burnsides, before lifting up Torchwick high into the air by his shoulders. **"Right now, you're thinking, 'If only you took that flying act to the carnival instead!'"** He said while shaking Torchwick in the air.

"Curse your endless babble, Spider-Man! Once the King finds out about this, you'll all be sorry!" Torchwick said to them all.

 **"** **Speaking of your King, where is he, because I've just about HAD IT with the Goblin and his sick jokes!"** Spider-Man shouted at Torchwick while violently shaking him. **"All this destruction, putting innocent lives at risk, just so he could get a good laugh out of it!"** He said, taking off Torchwick's mask and hood, revealing to the rest of the heroes his green and scaly face. **"Look at yourself, Torchwick! You've become something worse than any Grimm out there! A lunatic, a freak, A MONSTER!"** He said as he brings Torchwick up close to his face, but the lunatic knight just laughs it off.

"Me? A monster? No. This is what someone looks like when they gain power! True power that will help me crush the likes of you and the rest of the world! And once I'm done with you, I will rule this kingdom, just like what the Goblin King promised me!" Torchwick said with a huge grin on his face.

 **"** **YOU IDIOT!"** Spider-Man slams Torchwick's face to the ground, creating a small crater and cracks across the pavilion. Team RWBYP and the other students, who are standing right behind Spider-Man, are a bit shocked and terrified on how angry he is. The professors, Mercury and Emerald, and even Cinder who is hiding at a nearby alleyway are bit stunned and surprise at his strength and anger. **"Goblin doesn't care about you! He's using you! The monster only cares about himself! And that selfishness of his will lead to our destruction! EVERYONE, not just in Remnant, but the whole multiverse is at risk of getting destroyed! Is that what you want? Be a pawn in Goblin's game that could mean the end of us all!?"** He shouted at Torchwick as he slowly lifts his head from the ground, but the madman just simply laughs and laughs, as he finally lost his mind. The people of Beacon, including Mercury, Emerald, and Cinder from far away, are creeped out and horrified by Torchwick's insane laughter. Spider-Man, being tired of his laugher, simply webs up his mouth and throws him to the ground. **"You're lucky I'm not Frank Castle, Torchwick, otherwise I'll do more than just web up your mouth."** Spider-Man threatened him.

Torchwick rips off the webbing as he coughs violently. "If only you had this kind of attitude before the Goblin became immortal…otherwise none of this destruction would be happening." He said as he turns his head over to Spider-Man with a grin. "Some hero you are, Hehehe." He started laughing for a bit.

 **"** **I'm gonna-!"** Spider-Man takes a step forward, wanting to take out Roman once and for all, but Ruby and Jaune stop him.

"Don't listen to him, Spider-Man!" Ruby stopped him.

"Just calm down, okay! Don't waste your time on him! We've won!" Jaune said to him.

 **"** **No, we haven't won. Not until Goblin is stopped."** Spider-Man said to him, calming down but still a bit angry. **"You all have no idea how powerful and dangerous this guy is. He's a monster. Not only that, he's also dangerously smart. What you saw today was only a prelude. Who knows what else he has in store for us? This world?"** He informed everyone in the pavilion.

"Then I'm sure we can stop him, if we all worked together." Pyrrha spoke up.

 **"** **Maybe so, but the guy is not only immortal, he also has the powers of a GOD now. He's practically unstoppable."** Spider-Man informed them. **"Last time I fought him, I got impaled and almost died, and that's was with backup."** He said, with the girls at Team RWBYP slumping their heads down, remembering that night they first fought the Goblin and almost died too.

Just then, everyone's Scrolls start ringing. "That's odd." Glynda checks her Scroll, only to receive static. "What's going on with my Scroll?" She asked.

"Mine too." Ren said, checking his Scroll, only to receive static.

 **"** **Even I'm getting a strange signal from my armor. Whose calling us?"** Spider-Man asked as he looks through his armor's HUD for the call, only to receive static as well. He then gets another call, this time it's from General Ironwood. **"General Ironwood? What's going on?"** He asked the General.

 _"_ _Spider-Man! Are you all getting what I'm getting?"_ Ironwood told him through the armor.

 **"** **Wait! Are you receiving a weird call as well?"** Spider-Man asked him.

 _"_ _Not just me! I'm getting reports that everyone in the world are receiving a strange call from their Scrolls, TVs, everything!"_ Ironwood said to him.

 **"** **WHAT?! What's going on?!"** Spider-Man asked. Just then, the heroes turn around to see Torchwick laughing again.

"He's coming. He's about to leave his message." Torchwick said, still acting a little crazy and insane.

"Who's coming?" Yang asked him.

 **BGM- Dragon Ball Super OST- Unsettled City**

Suddenly, everyone's screen turns from having static but to the symbol of the Goblin Nation, as the Green Goblin's laugh is heard from all electronics in the world.

 **"** **Oh no…"** Spider-Man said, speechless.

 _"_ _People of Remnant! I hope you are all getting this message! I surely hope so! After all, I have a big announcement I want to make today!"_ Goblin's voice is heard from everywhere across the world. People in all four kingdoms, in all continents are getting this. Here in Vale, especially at Beacon, with Ozpin listening to this from his Scroll. Those at Mistral, like Qrow over there, sitting at a bar, hearing this news from the TV. Those at Atlas, like Jacques Schnee at his company. Those at Vacuo. Those in Menagerie, as the townsfolk got a radio to listen to the news since they don't have a CCT Tower. Even Salem and her little group are listening through this from their Scrolls. Pretty much, everyone in the world are listening to this, as they continue to listen to what Goblin has to say. _"You are all fools, let me tell you! Can you all feel it? Can you feel your world burning? While you all have been enjoying your peace, with the occasional Grimm and White Fang attack, I have been here! Taking your world apart, brink by brink. Soon, all the power will be mine, and when it is, your dimension will be conquered! Cause you see, everyone, I am not from this world! Me, and your precious Spider-Man, are both from another dimension!"_ Goblin said through the Scroll, worrying Spider-Man as the monster continues talking. _"Your hero thought he could stop me, but he underestimated my power! The heroes from my world underestimated my power! And now, YOU all have underestimated my power! The Atlesian Military, the White Fang, they have all underestimated me! Even these three, pathetic individuals underestimated me!"_ Goblin said, as everyone's screen show the pictures of Cinder, Mercury, and Emerald, with notes of what they had planned.

 **"** **What?!"** Spider-Man shouted, as he and the rest of the heroes stare at Mercury and Emerald, who both look extremely nervous that Goblin ratted out them and their plans.

 _"_ _Don't be too mad at these children! After all, they were only planning on destroying Beacon during the Vytal Festival by unleashing the Grimm from Mt. Glenn, that includes the Grimm Dragon that USED to reside there until I disposed of it."_ Goblin said. _"I can already imagine the look on Cindy girl's face, now that I ratted her out and stopped her plans! Oh, I'm sure I can already take a picture of her through her Scroll!"_ He said, prompting Cinder to angrily burn her Scroll in sheer rage, furious that it was Goblin that stopped her, not Spider-Man. _"Oh well, it doesn't matter, after all, what they have planned, is NOTHING compared to mine! We are born of two universes in this vast multiverse, with each of them imperfect, each AFFLICTED with the cancer of war, violence, and hatred! If there is one thing you FOOLS all share: humans, faunus, even the mutants from my world share, is that you are all barbarians! You fools start and end wars, only to start another one, again and again! This world, and all worlds, are divided, SPLIT in the population, having certain races discriminated for looking a little different! The people of this multiverse needs someone to rule over you all, someone to CONTROL all your actions so we can finally achieve peace! So, I have decided, from their ruins, a new multiverse shall be forged, in the fire of the chaotic power of the ISO-8, and my precious OZ formula! All life remade in my image, as goblins, FREE from the sins of imperfection, so that way we can finally evolve and truly become united!"_ Then, a silhouette of the Goblin appears in everyone's monitors. _"I am the Goblin King! I…am your God!"_ He said with a maniacal laughter before he hangs up the call from everyone's Scrolls and TVs.

 **BGM Ends**

After the broadcast, Glynda angrily walks over to Mercury and Emerald. "You two are in big trouble! You hear me!?" She shouted at the two of them.

 **"** **Glynda! This is not the time for this!"** Spider-Man said to her, causing her to stop and turn around to Spider-Man.

"These two and that Cinder woman were planning on destroying Beacon!" She shouted at Spider-Man.

 **"** **Compared to what Goblin has planned, it means NOTHING! These two, even Cinder, are tamed to what Goblin is! What I want to know is how did he hack into everyone's Scrolls and broadcast his message?"** Spider-Man asked everyone.

"Goblin hacked into the CCT Tower! Its what Cinder was planning on doing during the Beacon Dance, but Goblin beat her to it, as he already infected a virus that would not only hack into the communication system, but it was created to specifically counter her own virus as well!" Emerald told them.

"You mean to tell us that Goblin has been in our systems for months already?" Oobleck asked her.

"But when did he do that? HOW did he do it without anyone noticing?" Weiss asked everyone.

 **"** **MACH-X!"** Spider-Man said out loud.

"MACH-X?! You mean the robot with all the crazy weapons you and me destroyed months ago?" Blake asked him, remembering that fight.

 **"** **It must have been him! Goblin created him, after all! With that armor of his, he must have sneaked into the CCT Tower without detection, installing his virus months before the dance! He must have also been spying on you guys to figure out to create a virus that would counter yours!"** Spider-Man told Mercury and Emerald.

"You're kidding! We've been spied on?" Mercury shouted.

Spider-Man starts clenching his fists in rage. **"He was using MACH-X to trick us all while he continued to work without trouble! Damn it!"** He punches the ground below him in rage, cracking the ground. **"He's been playing with us all this time! For months! If only I knew he was in this dimension sooner, I would've stopped him! Damn it! Damn it! Damn it!"** He said as he repeatedly punches the ground, creating a bigger hole than the last.

"Spider-Man! Stop beating yourself up over this!" Ruby said while comforting him.

"We'll get through this! Together!" Jaune said to him.

"So man up and start focusing on the here and now!" Coco said to him.

Spider-Man stops punching the ground and stands up straight. **"You're right, guys. This is no time for me to feel sorry for myself. Right now, we need to focus on stopping Goblin. Jarvis, are you there?"** He asked for his A.I.

 _"_ _I'm here, sir."_ Jarvis answered him.

 **"** **Good. Can you hack into the CCT tower at Beacon from here?"** Spider-Man asked him.

 _"_ _It might take me some time, but I should be able to do so."_

 **"** **Great. Once you do, destroy whatever virus Goblin implanted in there. We don't want him to start sharing friend requests to everyone in the world."** Spider-Man said.

 _"_ _I will try my best, sir."_ The British A.I. said before he starts doing his thing.

 **"** **Alright, while Jarvis does that, we should focus on…"** Spider-Man stops talking, as his Spider-Sense goes into overdrive, hurting his head as he yells in pain.

"Spider-Man, what's wrong?" Sun asked him.

 **"** **My Spider-Sense…it's going nuts! And that usually happens when something VERY dangerous is about to approach!"** Spider-Man informed them, as the pain starts to subdue.

"Like what?" Velvet asked him.

 **BGM- Dragon Ball Super OST- Memories of Time**

As soon as Velvet finished saying that, the sky turns black, with lightning crackling from the dark clouds.

"What's going on?" Professor Port asked as they all look in the sky.

 ** _"_** ** _RRAAAAAAAGGGGGHHHH!"_** A monstrous roar fills the skies above them.

"What was that?" Nora asked as she holds onto Ren's arm.

Just then, from the clouds, a swirling vortex made of fire lands on top of a rooftop, the one in front of Spider-Man and friends. As they look closely, they see a pair of glowing, red eyes appear from inside the fiery vortex. As the vortex disperse, everyone in Vale, and even the world from their livestreams, see the Green Goblin in all his glory, now sporting a purple cloak, but doesn't cover his face, golden, spiked ring bracelets and gauntlets for his arms, golden, spiked boots for his feet, a green belt, and even a golden crown made of Adamantium, with the crown resembling that of demon wings.

"It's the Goblin!" Ruby shouted as the Goblin starts laughing to himself.

"OSBORN!" Goblin stops laughing to see Spider-Man standing in front of his friends, giving him a mean look behind his helmet.

"Did he say Osborn, as in Norman Osborn?" Emerald asked Mercury, shocked that the Goblin was Osborn the entire time.

"Cinder's not going to like this." Mercury said while shaking his head.

From the alleyway near the heroes, Cinder is seen punching the wall next to her, even more enraged than before as her eyes start flaring up. "Osborn, you bastard! You're going to pay with your life for what you've done to me!" She said with anger.

 ** _"_** ** _Ahahaha, haven't I told you before, boy? I am no longer Norman Osborn!"_** Goblin starts speaking towards Spider-Man from his rooftop. **_"FEAR ME! FOR I AM NOW YOUR NEW LORD AND MASTER! I AM THE GOBLIN KING! And as you can see, it is so good to be King!"_** He said laughing, raising his right fist in the air as it glows fire, with the thunder and lightning getting worse and worse as he continues laughing.

 **BGM Ends**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Goblin, can't you see what you've become? All that have suffered because of you?**

 **Goblin:** ** _I'm only doing this until you have accepted your Other and become the monster this world has no idea about! Until then, I'll play around with you heroes and your military!_**

 **Spider-Man: You're sick, Osborn! Sick to the head! Especially if you think if you can beat us by yourself!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Goblin Nation (Part 3)- Goblin vs. The World_**

 **Ruby: Don't underestimate us Beacon Academy students, Goblin!**

* * *

 **KFX here: And before anyone asks me, this will NOT be the final battle, not until Volume 3. For now, in the next chapter, Goblin will be taking on Spider-Man and the rest of Team RWBYP, Team JNPR, Team CFVY, the professors of Beacon, Zwei, the Atlas Military, and even Cinder and her little squad will join the action. Yup, it's Goblin vs. everyone, who's going to get beat (cough*heroes*cough)? You don't want to miss this, with Issue 22 of Volume 2 being the last for this current volume.**


	55. Vol 2 Issue 21: Goblin Nation (Part 3)

_Vol 2 Issue 21: Goblin Nation (Part 3)- Goblin vs. the World_

 **Beacon Academy**

It's a dark and stormy morning in the world of Remnant, as everyone across the world are watching a live broadcast from their Scrolls and TVs of the Green Goblin, in his King attire, standing on top of a rooftop in the central part of Vale. Professor Ozpin is watching this broadcast from his tower, observing and staring at the Goblin through his Scroll.

"So this is Norman Osborn: The Green Goblin." Ozpin said as he looks at the monster's evil grin through his device. "He's definitely nothing we ever faced before in this world. It's clear to me now that he's a much bigger problem than Salem could ever dream of. Let's hope Spider-Man knows what he's doing." He says, as the screen shifts to the Armored Spider-Man and the rest of his friends.

* * *

 **Central Part of Vale**

General Ironwood and the rest of his military troops onboard his Atlesian Airship, watching the Green Goblin from their monitors inside the bridge.

"Sir! General Ironwood!" One of the human soldiers spoke up from his seat. "Should we engage the enemy?" He asked the general.

"Not yet!" Ironwood answered him. "First, let's see what this monster could do before we engage him. We don't want to risk civilian casualties."

"Alright, general!" The soldier replied. Ironwood cups his hands together behind himself, looking out through the window and below to the battlefield, wondering what the Goblin plans on doing next, now that he revealed himself to the world.

* * *

 **BGM- Dragon Ball Super OST- A Bad Premonition**

Spider-Man, in his Iron Spider Armor, Team RWBYP, Team JNPR, Team CFVY, Professors Port, Oobleck, Glynda, Sun, Neptune, Emerald, Mercury, Zwei, a semi-unconscious Torchwick, and Cinder who is hiding behind a nearby alleyway are all at the pavilion of Vale, looking above them is the Green Goblin, or now calling himself the Goblin King, with his new King costume, complete with a crown, looking down below at his enemies with a smile.

After a few seconds of lull, Spider-Man is the first one to speak up. **"Alright, Gobby! You know the drill! Come down here so we can settle this, Ugly-to-Spider! And hey, did you get a new outfit? Blowout sale at the Bad Guy Long John Emporium?"** He jokingly asked the Goblin King.

 ** _"_** ** _You know the best thing about conquering the multiverse, is that I won't have to hear those pathetic excuses of jokes and quips of yours, over and over again!"_** Goblin said to him, face palming while also shaking his head, tired of Peter's jokes. **_"Face it, boy! Your jokes were never funny! The same could be said for your blonde, girlfriend over there!"_** He said, referring to Yang.

"HEY! WE RESENT THAT!" Both Spider-Man and Yang angrily shakes their fist at him.

Goblin's frown turns upside down, as he now has a big grin splatted on his face. **_"If you must know, Spider! This isn't some ordinary costume change! They actually have some uses!"_**

 **"** **Like what? Making you crazy? Oh wait. You already are!"** Spider-Man shouted at him, but it didn't faze the Goblin King one bit.

 ** _"_** ** _My crown here is made of pure Adamantium!"_** Goblin said, pointing to his Demonic Crown on top of his head. **_"Quite fitting, for one who will be your future ruler!"_**

"And what about your gauntlets and boots? Are they made of Adamantium too?" Pyrrha asked him while still giving him the mean look.

 ** _"_** ** _I'm glad you asked that, little girl, but your wrong!"_** Goblin replied as he raises his right hand into the air. **_"These gauntlets and boots are made Carbonadium!"_** He said to them while clenching his fist.

 **"** **Carbonadium?"** Spider-Man asked with confusion. **"Isn't that stuff just a cheap knock-off of Adamantium? Not to mention, HIGHLY radioactive? Why would you need that?"** He asked the King.

 ** _"_** ** _Well, for one, I'm running out of Adamantium! You should know how hard it is to find some back in our world!"_** Goblin answered him. **_"Thankfully, Carbonadium is much easier to find, and is still nearly indestructible! As for your second question, I am very aware of its radioactive properties, and I plan on using it to my advantage!"_**

 **"** **Hmm? What are you talking about?"** Spider-Man asked him, still not getting why he's using such a cheap knock-off of the hardest metal on Earth.

 ** _"_** ** _You remember the mutant called Omega Red back in our world? The one who had Carbonadium tentacles within each of his arms?"_** Goblin asked the Spider.

 **"** **Yeah! Wolverine told me about him once on how he can use his coils to drain life energy or slow down a healing factor! Don't tell me you plan on doing the same, because that would be very unoriginal!"** Spider-Man said while crossing his arms.

 ** _"_** ** _Hehe, I know! That's why I made a few modifications to the Carbonadium!"_** Goblin said with a grin. **_"Instead of draining a person's life energy, I repurposed it so that way I can drain radiation! In other words, I CAN DRAIN AND GET RID OF YOUR POWERS FOR GOOD!"_** He told him sinisterly, causing the heroes down below to gasp in shock.

 **"** **I'm sorry, but did you say can get rid of my powers? Because I'm pretty sure you just did!"** Spider-Man asked him while nervously laughing, knowing that he heard him loud and clear.

 ** _"_** ** _Yes! I! Did!"_** Goblin replied as he starts laughing for a bit, causing Peter to gulp in fear. **_"I was the one who gave you your powers, and I'll be the one to get rid of them!"_**

 **"** **Well, technically, some Spider-God gave them to me, but whatever, I guess."** Spider-Man said, trying to hide the fear in his voice that Goblin could potentially get rid of his spider powers permantely.

 **BGM Ends**

It was now Glynda's turn to start talking to Osborn about a few things. "Norman Osborn!" She shouted at him from the pavilion, gaining the Goblin King's attention.

 ** _"_** ** _Who…are you?"_** Goblin asked her in a sinister and menacing tone of voice.

"My name is Glynda Goodwitch, a professor from Beacon Academy, and I want to know is what sort of grudge do you have against the people of Remnant?" She asked him in a strict tone of voice.

 ** _"_** ** _I have no quarrel against your people!"_** Goblin answered her. **_"Unless you tried to threaten me, shoot me, USE me, then we will have problems!"_** He said with anger, thinking about how Cinder threatened and used him for her dirty work.

 **"** **Aren't you the one always starting that?"** Spider-Man asked him.

 ** _"_** ** _Not when I first came to this dimension, when some know-it-all woman thought she could threaten me to do her bidding! But she had no idea the kind of power I possess! I could've killed her at any time, but I decided it would be better to use her for a while, and her lackeys to accomplish my goals!"_** Goblin explained to them.

"He must be referring to Cinder." Emerald whispered over to Mercury, who is standing right next to her.

"This isn't good." He replied back to her.

"So why did you start attacking different parts of the world, Goblin?" Oobleck asked him.

 ** _"_** ** _What? You mean the big explosion that took out a quarter of Mistral? The attack at the Schnee Dust Company headquarters back at Atlas? The volcanic crater I left at Vacuo? And the attack here at Vale?"_** Goblin asked him while going over all his transgression in the world. **_"Well, that was just my way of saying hello to the locals!"_** He said with a smile on his face. **_"I'm just surprised it took you all this long to notice me!"_**

"Sorry, but we were a little busy with your super villains here in Vale!" Yang said to him with her red eyes, causing Goblin to laugh.

 ** _"_** ** _I just wanted to play around with the Spider and the people of this city some more. It certainly does remind me so much of New York."_** Goblin said while crossing his arms.

 **"** **You know what reminds of New York? A prison cell! One where you'll be headed to after this is over, Goblin!"** Spider-Man said while giving him a glare. **"Once we get to Earth, I'll make sure to contact Nick Fury and give you the most comfortable cell deep underwater at the Raft! If you're nice enough, he might even throw in a pillow for you."**

Goblin starts laughing. **_"You must be a bigger fool than I thought, Little Spider!"_** He said, as his flaming, red aura starts to glow around him. **_"You, the people of this world, Nick Fury, S.H.I.E.L.D., even the likes of the Avengers, are ENTIRELY powerless against me now!"_** He then starts hovering in the air as his aura grows bigger. **_"I now have COMPLETE control over the White Fang, as well as the Grimm of this world! All of them part of my Goblin Nation! And it's all thanks to the ISO-8 and the OZ Formula! On their own, they were dangerous enough already, as they both have the power to evolve and grow stronger, especially the ISO-8. You remember, how Doctor Octavius and his Eggman friend, used only One ISO-8 crystal, as well as those emeralds from another dimension, to completely overpower and demolish heroes from two worlds, with those same worlds on the verge of destruction if it wasn't for you and your blue, fur ball friend. Now, with the combination of MULTIPLE ISO-8s and my OZ-Formula, my power has reached no end, and will never reach an end as they continue to evolve!"_** Goblin said before he starts laughing again.

 **"** **That's why I'm telling you to stop! No human, or any other living being, should ever hold this kind of power! It will eventually destroy them, as well as take out the entire multiverse!"** Spider-Man said, trying to plead to the Goblin to stop this madness, but his plead is left on deaf ears as the Goblin continues laughing.

 ** _"_** ** _I'm in complete control! I'm no longer human! I'M A GOD!"_** Goblin said, raising his right hand in the air as lightning starts to crackle and spurts out from the dark clouds. **_"Not like those two brothers from this world's religion! I'm both the God of Creation AND the God of Destruction, but on a far greater level! I AM THE SUPREME GOD OF THE MULTIVERSE! And you, little spider, you have defeated me before in the past, but not this time! I have unspeakable power, as well as an army just waiting to crush you like the bug that you are!"_**

 **"** **Yeah? So what? I'm friends with a Yang and a Hulk! So I guess that makes us even there, huh?"** Spider-Man told him, causing the green king to lowly growl at him from the air. **"Face it, Osborn! Me and the other heroes from Earth have fought Gods before, and won! What makes you think you're so different?"** He asked him.

 ** _"_** ** _Because, unlike the other villains out there, I don't underestimate you!"_** Goblin answered him. **_"People like Doctor Doom and Thanos sees you as nothing but an insect and a nuisance, but I see you as the biggest threat to any villain in the multiverse! You always seem to perform the impossible at the very last moment! That's what makes you more dangerous than any other hero out there, and why you should never be underestimated!""_**

"Did he just complement you?" Blake asked Spider-Man as she turns her head towards him.

 **"** **In his own, weird, crazy way, I think he did."** Spider-Man replied.

"Well, it would make sense. Your jokes could annoy even the most notorious of foes." Weiss said to him while crossing her arms.

 **"** **HEY!"** Said an annoyed Spider-Man, causing Weiss to let out a small smile from his retort.

 ** _"_** ** _Hmph."_** Goblin said from the air. He then notices someone lying on the ground in the middle of the heroes. **_"Torchwick! What are you doing lying down on the pavement?"_** He asked his slave.

Torchwick looks up from the ground and spots his King while holding onto his broken teeth. "Master! This isn't what it looks like!" He said to the Goblin King.

 **BGM- Dragon Ball Super OST- Beerus' Madness**

 ** _"_** ** _It would seem that you have been beaten! It would seem that the ISO-OZ formula didn't increase your competence after all, and because of that, your services are DONE."_** Goblin said in a serious and dark tone of voice.

"NO! PLEASE MY KING! GIVE ME ANOTHER CHANCE!" Torchwick pleaded with him, as his eyes start to tear up. "I'LL DO ANYTHING! ANYTHING YOU WANT! I DON'T DERSERVE-!"

 ** _"_** ** _Death!"_** Goblin simply said, as his eyes start to flare up in flames.

Suddenly, Torchwick's body starts to flash as he then starts screaming with his entire body starting to disintegrate from head to toes. "TORCHWICK!" Ruby screams out for him as the heroes do nothing but stare in horror as they see Torchwick getting disintegrated, slowly and slowly. Even Cinder, who is hiding in a nearby alleyway, is horrified on how ruthless Goblin is killing Torchwick until there in nothing left of him, as his entire body is destroyed, with nothing left, not even his ashes.

 **BGM Ends**

Everyone, including Ironwood, Ozpin, Salem, everyone who is watching this unfold from their Scrolls and TVs are left horrified on how effortlessly and nonchalantly Goblin killed one of his own men.

"Is…Is he…?" Emerald starts speaking up but couldn't finish as she is still left in shock at what just transpired.

"He's dead." Mercury finished for her, still just as shocked as the rest.

"No trace of him left anywhere." Velvet said.

"Just what kind of monster are we dealing with here." Jaune said, still shaken up from Torchwick's death.

Spider-Man is standing there, as he too is shaken by Roman's death, but he's also trying his best to contain his anger as his aura starts to glow every few seconds while clenching to his fist. **"Osborn…Goblin…"** He then furiously turned around and faced the hovering Goblin in the air. **"HE MAY HAVE BEEN A CRIMINAL, BUT EVEN HE DIDN'T DERSRVE THAT!"** He angrily yelled at the Goblin.

 ** _"_** ** _He failed to live up to my expectations. That was the only thing he deserved."_** Goblin calmly replied to Spider-Man.

"But he was your own henchman, Goblin! Don't you care about him at all?" Ruby yelled at him.

 ** _"_** ** _You're talking to the same monster that killed his own son because he FAILED to live up to the Osborn name. I shed no tears for the weak."_** Goblin said while raising his right arm up front.

"You…You…" Yang tries to think of a way to respond to his response, but couldn't think up something.

 **BGM- Dragon Ball Z Kai- The Clouds of War Spread**

 ** _"_** ** _All those that fail to live up to their fullest potential shall be ANNALITATED, and I will do it without a care in the world."_** Goblin said with a sinister smile.

 **"** **Osborn…tell me it isn't true."** Spider-Man started talking to him. **"Have you seriously sacrificed whatever humanity you have left within you just to gain more power? Are you willing to sacrifice innocent lives just to keep you satisfied?"** He asked him. The Goblin starts laughing sinisterly, refusing to answer Peter's question. **"STOP LAUGHING! ANSWER ME!"** Spider-Man yelled at him, tired of Osborn treating everything like a game to him. Goblin continues to laugh menacingly as he thrust his right palm towards Mt. Glenn's direction, where there are still dozens of his Goblin Goons still there unconscious from the earlier battle. Spider-Man realizes what he is about to do as Goblin fires up a huge fire ball in that direction. **"NOOOO!"** He shouted at Goblin, but it was too late, as the monster fired the fireball without looking, and in just a second, a huge explosion completely engulfs Mt. Glenn, killing everyone that was there, effectively wiping the area from the map. Everyone in Vale felt the huge gust of wind that came from that direction as the civilians start running away from the direction of the explosion, as the Goblin King's grin gets bigger and bigger. Spider-Man flies straight up in the air and uses his scanners to check for any survivors but finds nothing but a huge crater at where Mt. Glenn USED to be.

"Spider-Man! Anything?" Sun asked him from the ground.

Spidey is left completely shaken in the air, not knowing how to respond. **"He…he blew up Mt. Glenn completely. I'm not picking up any survivors."** He told the rest, shocking everyone with that dire news.

"He…He couldn't have…" Ren said, paralyzed with fear and horror.

Cinder, from the alleyway, is also left speechless and horrified on the power Goblin possess. "Osborn…To think he was capable of this level of madness." She said to herself while shaken up.

Spider-Man's body starts to twitch in anger again, as he slowly turns around to face Goblin, who is still giving him the biggest, evil grin that the hero has ever seen. **"Goblin…I will make you pay…"** He said while clenching to his right fist at the grinning Goblin.

"Goblin, how could you!?" Ruby yelled at him, which is starting to get on his nerves.

 ** _"_** ** _Silence!"_** He fired a fireball right at Ruby, but Spider-Man was able to save her in the nick of time.

"Thanks, Spidey." Ruby told him.

 **"** **No problem."** He said as he lets her down, as the two of them glare at Goblin, who is still hovering in the air.

 **BGM Ends**

 ** _"_** ** _Do you now see the kind of power that I possess? And that was barely a percent of what I am capable of."_** Goblin said with a grin.

All the heroes down at the pavilion glare at Goblin, with their eyes filled with anger, furious at the Goblin and how little he cares about life. "Goblin…Just WHAT are you trying to prove?" Glynda asked him furiously.

 ** _"_** ** _I'm doing what you heroes FAIL to do, over and over again. I'm going to save this world, and all worlds, so we can finally achieve TRUE peace."_** Goblin calmly answered her.

 **BGM- Dragon Ball Super OST- Desperate Assault**

 **"** **What?!"** Spider-Man shouted at him, wondering what in the world he is talking about.

 ** _"_** ** _You see, Spider…"_** Goblin started talking as he looks at the skies above. ** _"When I was traveling through the multiverse thanks to your little trinket, I've seen multiple worlds, one's that are similar to this world and Earth, and one's that are vastly different from one another. But there's one thing they all have in common: A constant battle between heroes and villains, people vs. people, war after war. How could we truly achieve peace if we are always at each other's necks for petty reasons like being different from the norm and such? I have LONG seen the truth beforehand, but my travel during the dimensional tunnel confirmed that something needs to be done. I will be the multiverse's King. It's God."_** He then looks down back at the heroes. ** _"Everyone and everything will be under my control, even their memoires. I will accomplish what YOU, the Avengers, and even these so-called Huntsmen and Huntresses could never do. I will save this world, and all worlds! THIS IS HOW POWER SHOULD TRULY BE HANDLED!"_** He let out a psychotic smile as he laughs uncontrollably, shocking everyone who was just listening to his speech.

 **"** **CUT THE CRAP, OSBORN! YOU'RE ONLY DOING THIS TO FUEL YOUR OWN, SELFISH EGO!"** Spider-Man yelled at him, not believing a single thing that Goblin is saying. **"You're not saving people! You're taking away their free will and their control over their lives! What kind of hero does that!?"**

 ** _"_** ** _You want to protect the world, but don't you don't want it to change! How could we ever achieve peace when we don't evolve to our fullest potential?"_** Goblin angrily retorts at Spider-Man. **_"You, Spider, you have power that others could DREAM of! You, yourself, could EASILY take over this world, but instead of ruling the world with an iron fist, you waste it on saving lives from a collapsing building or cats from trees! YOU ARE TRULY AN EMBARRASEMENT!"_**

 **"** **I have always used my powers to help others before I help myself! That's what my uncle taught me, 'With great power comes great responsibility!' Something that you will never understand!"** Spider-Man shakes his fist at the monster, but he only receives a laugh from the Goblin.

 ** _"_** ** _FOOLISH words from a FOOLISH man! Your uncle deserved his DEATH!"_** Goblin told him as he continues to laugh insanely.

And just from Goblin's retort, Spider-Man snaps as he burst in anger, as his Crimson aura surrounds him, almost knocking away Ruby and the others from his frightening power. **"You're going to regret that, Goblin!"** He angrily, and furiously, yelled at Goblin, who still hovers in the air laughing.

 ** _"_** ** _Oops! Did I touch a nerve? Sorry! I probably should've brought up the parents that DIED when you were still young! Or perhaps Gwen Stacy and her father? What about Harry Osborn? You were good friends with my son before I PERSONALLY severed that friendship! NEHEHEHEHEHAHAHAHAHAHAHA! It's so fun torturing your life, boy! You have no idea how good it feels!"_** Goblin laughed hysterically, relishing in Peter's past failures and mistakes.

 **BGM Ends**

 **BGM- Dragon Ball Super OST- Unbreakable Determination**

Spider-Man was ready to go full steam straight at Osborn, but Glynda stops him by putting her crop right in front of his path with her head lowered so he couldn't see her face. "It's one thing to mess with our world and just laugh about it…" She said with anger inside her voice, as she then looks up straight at Goblin with a very mean glare as you can see her veins popping on her head. "But mocking and making fun of one of my brightest students is just pushing it." She said lowly enough so only those around her can hear, except for Mercury and Emerald. Oobleck and Peter Port stand right behind her as the two get their weapons ready. "You hear me, Osborn! You're going to regret ever saying that about Spider-Man! I will personally see to that!" She said as she gets into fighting position, along with the other professors.

Coco walks up in front of her team, as they all get their weapons ready. "It's bad enough you destroyed my favorite clothing store! But relishing on torturing our greatest hero is just pure evil! We will make sure you won't leave her alive!" She said with her weapon in hand.

"No one makes fun of Spidey and gets away from it!" Sun shouted with his own weapon in toll. "Ready, Neptune?" He asked his friend.

"Ready!" He replied.

"Spider-Man is my hero. My friend." Jaune said, tugging onto his heart. "He has helped me like you wouldn't believe. And I'm not going to stand here and let YOU feed off his pain!" He yelled at Goblin while pointing his sword at him. "You ready, team?" He asked his teammates as they all get into fighting position.

"You bet!" Nora said with a smile.

"Always!" Ren said.

"We're always behind you!" Pyrrha said.

Ruby walks up in front of her team and her dog, who all look pretty determined for a fight. "Spider-Man is our inspiration! The fact you think that's so funny is just plain evil! Don't EVER underestimate him or us!" She shouted with her Crescent Rose in hand.

"Otherwise, you'll be sorry!" Weiss said.

"But I think we're past the point you apologize, Osborn!" Blake said.

"So we're gonna ruffle you up until you beg for mercy!" Yang said with a smirk while rubbing her fists, with Zwei on the ground barking and growling at Goblin.

 **"** **Everyone…"** Spider-Man looks around his area, as he sees his friends and teachers ready to back him up. He smiles under his mask and turns around to face Goblin.

 ** _"_** ** _Hmph! You're all just as annoying and persistent as the Spider!"_** He said with his arms crossed, clearly annoyed at their persistence.

 **"** **Sorry, Gobs, but they take that great aspect from me! I mean, you should know! I've only been kicking your butt since I was 15-years-old!"** Spider-Man told the Goblin, causing him to grunt in anger. The Webhead then slams his fists together, ready to fight. **"Alright everyone, let's get this party started!"** He shouted.

"RIGHT!" Everyone said at the same time.

 **BGM Ends**

Goblin, on the other hand, remains unfazed and calm. **_"It doesn't matter how many of you there are, YOU'RE ALL WEAK! But since you are ALL so eager to die, I'll be glad to be your executioner!"_** He said with a dark tone of voice. He then lets out a small smile from his face. **_"At least this way, I can test out a new power of mine."_** He said as he slowly laughs to himself.

"Oh yeah!? And what would that be?" Yang asked him.

 **BGM- Dragon Ball Super OST- Frieza is Resurrected**

Goblin grins as he powers up his flaming aura. As he does that, his shadow slowly starts to take form behind him, and growing slightly larger than him and forming red, sinister eyes. It's dark, shadow color then changes into a dark, translucent green color as his shadow forms a skeleton, with arms, legs, and a monstrous-shaped skeleton head and a mouth.

"What the…What's that monster doing with his shadow?" Port asked everyone.

"Beats me." Oobleck answered him, as he has no idea what Goblin plans on doing.

 **"** **Goblin, do we want to know what you are planning?"** Spider-Man asked him.

Goblin simply hovers in the air with his arms crossed. **_"Hahaha! You're going to be kicking yourself! You should probably accept your Other now, Spider, because things are about to get interesting!"_** Goblin told him as he starts laughing.

Everyone gets ready for whatever Goblin has up his sleeves, as his shadow starts to grow larger and larger behind him, with it now forming fangs inside its mouth. As the shadow continues to grow, it's head start to form that of a dragon, with the shadow starting to growl like a beast.

"Is that…" Glynda looks in shock as she starts to recognize what Goblin is forming.

The dragon-like shadow forms a black mask, similar to the Grimm, with red markings on it. The green and translucent body takes the form similar to that of the Green Goblin, with rough, dark green skin, and black bone-like spines along its body and rip cage.

"He's not…" Cinder is left speechless as she continues to watch the creature form from her alleyway.

As the shadow monster dragon continues to roar and grow, it forms two, very large red bat-like wings, two human shaped legs, and a tail with three bony spikes. The head looks like a combination of both the Grimm dragon and Goblin's head, with the skull having a pair of large prominent horns and six yellow-red eyes. Its jaw has teeth extending down along the shadow's neck.

The heroes stare in shock as they see the monster continue growing and growing, with Osborn laughing and laughing. "W-What the…" Ruby is left speechless as they continue to stare up at the monster.

Everyone from around the world are watching this monster from their Scrolls, having the same shocked face as the person next to them. Ironwood looks in horror from his airship as he sees the monster continue to grow. Even Ozpin from his office quickly moves from his chair and goes out to look at the monster dragon from his window. "Oh no…" Is all Ozpin could say as he can see the shadow dragon from his tower.

The Shadow Dragon completely eclipsed that of the buildings of Vale, as everyone, including May and Ben Burnside, watch in horror at the increasing size of the monster.

 **"** **Goblin, what have you done?"** Spider-Man said to himself as the monster finished growing, having a height of 50-feet, easily making the people on the ground look like ants.

 ** _"_** ** _Ladies and Gentlemen! People of Remnant! Spider-Man! Let me show you the instrument of your destruction!"_** Goblin shouted to everyone so that the people through their Scrolls can hear him, as he hovers next to the head of his shadow dragon. **_"This is the power of what happens when you combine two, terrifying creatures from two universes! This is my shadow! My will! THIS…IS THE SHADOW GOBLIN DRAGON!"_** He starts to laugh maniacally as his shadow, which looks like the Grimm Dragon but with a dark green and black humanoid body of the Goblin, starts to roar from its spot before roaring at Spider-Man and the others below, almost knocking them away from its tremendous roar.

 **BGM Ends**

* * *

 **Salem's Hideout**

Salem and her "henchmen" are currently watching the events over at Vale through their Scrolls, and Salem is clearly not happy with what's going on.

"Goblin…" She said with small traces of anger in her voice. "He's ruining all of my plans with his act!"

"Should we intervene, my lady?" 'Arthur' asked her.

"No. This mess was created by Cinder, so it's her job to clean it up. And she better if she knows what's good for her." Salem said with a sinister tone in her voice.

* * *

 **BGM- Dragon Ball Z Ultimate Tenkaichi OST- Dragon Crisis**

Green Goblin is seen laughing in the air as his Shadow Goblin Dragon stares down at the small heroes. **_"Gwahahaha! How's this, Spider-Man!? You're finished now!"_** Goblin said as he gives a mischievous grin towards Spider-Man and the others from above.

 **"** **Whoa! I'll admit! That's one massive dragon!"** Spider-Man said as he stares up at the 50-foot tall dragon monster. **"It's a good thing we have a knight in shining armor, right Jaune?"** He asked as he turns around to face Jaune.

"Huh…" Jaune said with no other response.

Goblin continues to laugh to himself, as he causally hovers towards the center of his Shadow, taking full control over it as its core. **_"Now burn, insects!"_** He said, as he commands the Goblin Dragon to shoot out a fire beam from its mouth and straight at the heroes below.

 **"** **Whoa!"** Spider-Man quickly changes into his EarthShield Style to summon a hard rock to protect everyone from the blast. Spidey struggles as the blast is too strong before the rock collapsed and everyone is sent flying, but thankfully everyone was able to regain balance and land safely on the ground.

"How are we supposed to take down that Dragon?" Ruby asked as everyone regroups.

"I…I don't know." Glynda responded, since this is the Grimm Dragon with the powers of the Goblin and under his control.

 **"** **I do!"** Spidey spoke up, gaining everyone's attention. **"Trust me! I have experience fighting giant, green, scaly dragons that likes to wreck the city, especially the kind from space!"** He said.

"What?! You're making that last part up!" Weiss said to him.

Spidey turns to Weiss. **"Have you ever fought Fin Fang Foom?"** He asked her.

"Fin Fang What?" Weiss said with a confused look on her face.

 **"** **Exactly! Now, if anyone doesn't want to die, follow my lead!"** Spider-Man said to them, in which they all listen.

"Alright! What's the plan, Spider-Man?" Oobleck asked him.

 **"** **We need to focus the battle here in this pavilion so that way no other civilian would get hurt! If we want to hurt the Goblin, we need to attack it from all angles and sides!"** Spider-Man started explaining as he turns and face the students. **"Ruby, Jaune, Sun, and Coco! You and your teams will focus on ground combat! Attack its chest and legs so we can have the chance to trip it and cause some more damage!"**

"Got it, Spidey!" Ruby said while Zwei barks at him.

The Webhead then turns to Glynda and the two other professors. **"Glynda! I want you and the two other professors to be on those rooftops! Surround him! Focus on taking down its head and wings so he won't fly off!"** He ordered them.

"Understood, Spider-Man!" Glynda agreed with him.

 **"** **Good!"** Spider-Man then calls someone through his armor. **"General Ironwood! You there?"** He called for the general.

 _"_ _Loud and clear, Spider-Man!"_ Ironwood answered him.

 **"** **I want you and a small fleet of ships to provide air support! Just one or two would be fine! We don't want to blow up any buildings or anything! And make sure to order your men to keep the civilians safe from the battlefield!"** Spider-Man ordered Ironwood.

 _"_ _Copy that! Ironwood out!"_ Ironwood stopped the call.

Spidey then looks back at his team of heroes. **"Alright everyone! You have your assignments! I'll make sure to cover both ground and aerial support! Now let's go show Goblin what we're made of!"**

"GOT IT!" They all said as they start heading towards the battlefield to fight the Shadow Goblin Dragon, well, everyone except for Ruby, who stands behind Spider-Man with a smile on her face.

Spidey turns around to see that Ruby haven't moved yet. **"What's wrong, Ruby?"** He asked her.

"Nothing!" Ruby shakes her head with the smile still on her face. "I just knew you always had potential to be a great leader, Pete!" She said to him.

 **"** **Ahhh…"** Spidey places his hand on Ruby's head and starts ruffling it, causing her to giggle. **"I learn from the best!"** He then stops rubbing her head. **"Now, let's make sure no one gets killed, okay?"**

"You got it!" She said with a smirk as they race towards to fight against the massive, humanoid dragon.

 **BGM- Dragon Ball Z: Battle of Z- Powerful Foe**

The heroes, and a part of the Atlesian Military, strike at the Shadow Goblin Dragon, using all of their skills and abilities to take it down. The students of Beacon move around the beast dragon, taking every chance they have to strike at his legs to weaken him while also avoiding fire balls from the monster. The professors of Beacon are on top of the rooftops, using their weapons to attack his head and wings to distract him for attacks coming from Spider-Man and two Atlesian dropships, as they unleash their repulsor blasts and Gatling cannons respectively, dodging more fire balls coming right at them. The Web-Slinger then lands right next to Weiss.

 **"** **I'm gonna try something! Follow my lead!"** He tells her, who then replies with a nod. Spider-Man style changes into a new style: IceGround Style. This style gives him a blue color scheme while also giving him very large boots. Then, the ground around the two starts to get cold, as it transforms into a small ice field for the two of them.

"What did you do?" Weiss asked him while looking at the ground below them.

 **"** **Ground style allows me to change the terrain around me, while also boosting the power of any elemental attack. This terrain should also benefit your powers as well."** Spider-Man explained to her.

"Sweet!"

 **"** **But, we're not done yet!"** Spider-Man declared, as he then switches to another Style Change: IceTeam Style, which cause the four gold lines on his helmet to pop, while also giving him a larger helmet crest and stylized boots and gloves. **"Team Style boosts my own power when working with another ally! Now, let's cool this bad boy, huh?"** He asked her.

Weiss smirked. "You bet!" As the two of them fire off their enhanced, ice attacks at the dragon, with Spider-Man shooting out two ice repulsor blasts from his gauntlets and Weiss shooting out an ice beam from her rapier, freezing the Dragon. "What's wrong, Goblin? Was that attack too _cold_ for you _?"_ She quipped.

 **"** **I'm influencing you, aren't I?"** Spider-Man asked her with a smirk behind his mask.

"No you're not!" Weiss said while turning her back to him while crossing her arms. "Weeell, maybe a little." She said, turning her head around with a small smile on her face.

It didn't take long for the Goblin Dragon to melt the ice and break free to continue the battle. Despite all this resistance, Goblin, who is standing inside the shadow dragon as its core, remains unfazed as he grins happily.

 ** _"_** ** _If they think this is enough to stop me, then they are DEAD wrong."_** Goblin said to himself with a big grin. He commands his shadow dragon to create a dark portal for its hands, causing them to appear right next to the air force, preforming some claw swipes to take them out of the air.

 **"** **Watch out!"** Spider-Man said as he flies up into the air, shooting out web balls to repel the incoming claw swipes that were about to attack one of the airships.

 _"_ _Thanks, Spider-Man!"_ The pilot from the dropship said while giving Spidey a two-fingered salute from his seat.

Goblin still remains calm and collected, as he sees Yang, Nora, and Yatsuhashi all about to strike the chest of the Goblin Dragon. **_"Fools."_** He said with a grin. And in just a flash, the Dragon turns completely invisible like a ghost, as the three students just attack nothing.

"Hey! Where did he go!?" Yang shouted when they landed back on the ground. Behind them, the dragon reappears and tail swipes the three of them across the battlefield.

"YANG! NORA!" Ruby shouted after witnessing her friends get thrown away like trash. She turns around in anger and uses her scythe to shoot the ground and propel herself to attack the Dragon's chest, but again it disappeared before she could make contact, and then reappeared to punch her to a nearby building.

Pyrrha tries her luck to attack the Dragon by throwing her shield at it, but again the beast disappeared as ectoplasm and then reappears right behind her to attack with its claws but she was able to back handspring away from the attack. "Both its power and speed are increasing!" She shouted to everyone before dodging a fire ball from the dragon.

 **"** **Seriously?! Fin Fang Foom wasn't able to do THAT!"** Spider-Man said while hovering in the air.

The Shadow Goblin Dragon spits out another hot fire ball right at Glynda, who is standing on top of a rooftop. She uses her telekinesis to redirect the attack right back at it, but the beast disappeared again from the attack. Glynda growled in frustration, "Is there no way to properly attack it?" She asked.

Before the shadow dragon could claw swipe the professor, it is blinded by some webbing and then blasted right in the face. **_"GRAAAAAH!"_** It roared out."

Spider-Man hovers right in front of its face to confront the beast. **"I won't let you have your way!"** Spider-Man said to him. The Spider proceeds to dash over and deliver a couple of aerial punches to the monster's face, only for them to miss as it disappears from sight. Using his Spider-Sense, Spidey was able to determine where the beast was about to reappear and attack, dodging it just in time before dashing back right at him and deliver a repulsor-charged punch to its face, causing it to step back a bit. **"That's it. His flesh becomes vulnerable the moment it attacks."** Spider-Man said himself, now knowing how to properly attack the beast.

With a mighty roar, the beast dragon opens up its wings and flies right at Spidey to claw swipe him, but the hero flies out of its range so he can perform a Shinku Hadoken as retaliation, while also using his mechanical spider arms to shoot out three more repulsor blasts, but his efforts were pointless as the monster disappears again from sight. As Spider-Man uses his spider-sense to determine where the monster will strike next, it reappears right behind him to attack him with another claw swipe, but Spidey noticed this and flies out of its range again. After gaining enough distance from both him and the dragon, Spidey flies right back at it at full speed to try and punch it, but the beast unleashes a gigantic fire beam coming straight at him. Spider-Man looks shocked and worried before he immediately brakes in the air and narrowly flips to his right from the incoming flames. Just as he gets his balance in the air back, he is immediately attacked by the monster's tail, sending him flying to the monster's punch while the Goblin laughs from inside the beast. Spidey looks a bit winded, trying to stay focus on the battle, but is then grabbed by the Dragon's hands, pulling him close to its chest, where the Goblin is standing there with a grin on his face.

 ** _"_** ** _I'm going to DRAIN the radiation from you!"_** Goblin said to Spidey, as he commands his monster to squeeze him using his own hands from inside the beast.

 **"** **I'm not boarding this drain, Norman, 'cause you're not the engineer driving it right now!"** Spider-Man said, trying his best to use break free from the monster's grasp, but he feels his strength and power being drained thanks to the Goblin's Carbonadium gauntlets, which is transmitting its abilities through the shadow.

"Hang on, Spidey!" Ruby shouted.

"We're coming!" Pyrrha shouted, as the two jump to the highest building and then jump high into the air, using their weapons to slice the monster's grasp from Spidey, as Pyrrha grabs him and the three land back safely to the ground. "You okay, Peter?" She asked him with concern.

 **BGM Ends**

 **"** **My…my powers…he actually…weakened me…"** Spidey said as he weakly gets up from the ground.

"I can't believe it. I thought Goblin was bluffing, but…he actually drained your powers?" Ruby asked him while staring at him.

 **"** **Yeah…Thankfully, he didn't drain me too much. I can already feel my strength returning. Just that if he held onto me any longer, then I would be in major trouble right now."** Spider-Man said to the two of them.

"You need to be more careful!" Pyrrha said to him, worried that he might be in serious trouble if this continues.

 **"** **What do you think I was doing?"** Spidey asked her.

Before Pyrrha could answer him, they notice the Goblin Dragon about to attack them with a barrage of fire balls. They properly back step away from the heated, flame balls until they regroup right back with the rest of Team RWBYP and JNPR. "Argh! This is getting us nowhere!" Jaune said in frustration as the Goblin Dragon roars out into the skies.

"If he keeps this up, he could destroy the city! Possibly the entire kingdom!" Blake said.

 **"** **That's not going to happen!"** Spider-Man said with determination. He then opens up his right palm gauntlets and stares at it. **"I can probably use my repulsors to create force fields for the buildings across the city! They should be strong enough to protect anyone who goes inside there!"**

"Are you sure you can do that?" Ren asked him. "I doubt even your armor could do that."

 **BGM- Dragon Ball Kai 2014 OST- Super Saiyan 3**

 **"** **I have to!"** Spidey replied, thrusting his right arm in front of him. **"Too many lives are at stake! And my aura will help me! I know it will!"** He said, clenching his right hand. The Spider closes his eyes and he clenches onto his right fist, charging up his crimson aura, enveloping his body. The ground starts to slightly rumble from his aura before a red flash of light appears, blinding his friends around him. As they all open their eyes, they see that Spider-Man looks a little different from before: His Iron Spider armor sports the same design as his Team Style Change, but now sporting a luminescent red-and-gold color scheme stays the same. He now stripes down his sides, ending at his boots, with them filled with the same luminescent red energy. He is also encircled by a futuristic, glowing, web-like runes around his body, signifying his power. Spider-Man opens his eyes, as his crimson aura surrounds him.

Both Team RWBYP and Team JNPR are amazed at his new look and power. "Whoa…" Jaune said in awe.

"Is that a new Style Change?" Yang asked him.

 **"** **Yeah. Something I just thought of."** Spider-Man told her. **"I was able to fully integrate my aura with my armor, giving me even more power than before. It also gives me the attributes of Guts, Custom, Shield, and Team Style. I call this new style: Great Weaver Style."** He said to them.

"Great Weaver style…" Ren said, a bit confused on the name.

"Why choose a lame name like that?" Nora asked him.

 **"** **It's…a long story."** Spider-Man answered her, as he needs to explain to Team JNPR about him being the Avatar of the Great Weaver and the trials he had to endure in the Spider-God temple. He then immediately blasts off into the air, and using his new power with his repulsors, shoots out thousands of repulsor blasts from his gauntlets across the city, creating force fields for almost all the buildings for the people to hide in and for protection. **"General Ironwood! Can you hear me?"** Spidey contacted the general through his armor.

 _"_ _Yeah! I'm here!"_ Ironwood replied.

 **"** **I was able to create force fields across the city! Order your men to escort the civilians to them! They should be strong enough to protect them from any attacks thrown by the Goblin!"** Spider-Man informed him.

 _"_ _You were able to do that?!"_ Ironwood said with a surprised tone of voice that Spider-Man was able to create barriers across the entire city.

 **"** **Yeah! I know! I'm awesome! So hurry up and get those people to safety!"** Spider-Man said to him through the phone line.

 _"_ _Got it! Good thinking, Spider-Man!"_ Ironwood said before the line cut off.

After Ironwood hanged up, Spider-Man turns his attention over to the Goblin Dragon, who is currently taking hits from the resistance and blowing them away with its immense power. **"Let's test out this new style, shall we?"** Spider-Man asked himself while cracking his knuckles. He charges in at full speed right at the beast, delivering a powerful punch to its head, causing him to fall over the empty building behind him. **"Ah yeah! Who's the Spider that knocked out a dragon!? This guy!"** He points to himself.

Goblin and his dragon rub their heads as the beast gets right back up, with both of them snarling at the Spider. **_"Don't think that just because you got a new style, doesn't mean you are a match for me!"_** Goblin said to him with a furious face. **_"I'm barely even trying. So you're going have to try more than that to stop me, Spider!"_** He said as the dragon roars loudly.

 **"** **We'll see about that, Gobby!"** Spidey said while hovering in the air, before he and the other heroes continue fighting the gigantic beast.

 **BGM Ends**

* * *

Meanwhile, while the heroes are currently fighting off the Goblin Dragon in the city, both Mercury and Emerald were able to sneak away from them and flee.

"Don't you think we should help?" Emerald asked Mercury as they run from the battlefield.

"And get the chance of either getting killed or arrested? Not a chance!" Mercury replied.

"Good point!"

Unfortunately, they didn't get far as they are then blocked by Cinder, who is standing right in front of them. "And just where do you think you two are going?" She asked her minions.

"We need to get out of here, Cinder! It's too dangerous!" Emerald told her.

"No! Not until Osborn PAYS for using me and ruining my plans!" Cinder replies before growling in anger and clenching his fist in rage. "He not only outted my plans to the world, but he also took control of the Grimm Dragon, something I planned on using when we attack Beacon! He's going to PAY!" She raised her voice.

"Not unless you want to get killed! I doubt even YOU are strong enough to take him on!" Mercury said to her, getting an evil and annoyed glare from Cinder.

"You DARE underestimate my power?" Cinder angrily asked him with her eyes flaring up.

"It's not only that!" Emerald spoke up, getting her attention. "If we head back there now, they might arrest us, and I don't think all three of us could take them on by ourselves!" She said, pointing to the heroes who are still fighting against the Shadow Goblin Dragon.

Cinder calms down for a bit to think about their options: either retreat for today, or fight and risk getting captured. Even though she has half of the power of the Fall Maiden, she's smart enough to know she would be heavily outmatched by the heroes, more specifically Spider-Man, who she already knows is Peter Parker, but she's keeping that secret to herself from Mercury and Emerald.

As she continues to think to herself, Goblin notices her from the distance and smiles, commanding his shadow dragon to shoot out a fire ball from its hand and straight at the unexpecting Cinder and crew. Before Cinder and the others could react from the incoming fire ball, they are suddenly yanked away from the blast radius by some webbing. "Who in the…?" Cinder started asking, wondering who in the world saved the three of them.

 **"** **You three okay?"** The three of them get up and turn around to see Great Weaver Style Spider-Man standing right behind him.

"Yeah. I think we're okay." Mercury replied.

"Why did you save us?" Emerald asked him, wondering why Spider-Man saved three criminals from their doom.

 **"** **I don't think you guys would look good as burnt toast. So, I save you. Just like that."** Spider-Man answered her.

"Still, it doesn't make sense." Cinder said, getting the hero's attention. "You know what we had plan for Beacon, and yet you still risk your life to save us. Why?"

 **"** **Easy. It's because I'm a hero. And even though you three are wannabe bad guys, that doesn't mean I want you to die. No one has to. Not even the villains."** Spider-Man answered her.

"That mercy you show to your enemies will eventually lead to your downfall." Cinder warned him.

 **"** **Well, it's a good thing I have a spider-sense.** " Spider-Man replied. **"So, you three ready to help out?"** He asked them, catching them off-guard that he asked them for their help.

"Why should we help you?" Cinder asked him while crossing her arms.

 **"** **Well, for starters, this is sort of your fault for messing with the Goblin. So, unless you want to either go to jail, DIE, or turn into goblins yourselves, I say we should team-up. Y'know, classic hero/villain team-up. I've done this sort of thing all the time back on Earth. It'll be fun."** Spider-Man told her.

Cinder thinks long and hard about this one, not sure if she could trust him or not. She then looks at Emerald and Mercury who are standing right beside her, giving her the look that they should trust him. "Alright. We'll team up. But only this once. After that, we're enemies again." She said to Spidey.

 **"** **Awesome! High-five!"** Spider-Man raises his hand to her for a high-five, but she doesn't respond back with one.

"No." She simply said.

 **"** **C'mon. I have to have your word that you won't backstab us in the back."** Spider-Man said to her, still with his hand in the air, waiting for a high-five from her.

"No." She said, giving him an evil glare.

 **"** **You can do it."** Spidey said, still not moving his body as he continues to wait for a high-five.

"No." She continued to say to him, now flaring up her eyes to him, but he remains unfazed and unmoved as he continues to wait for a high-five. The two stare at each other for a few seconds, with neither of them moving as they continue to stare at each other's eyes until Cinder gives up, sighs, and then shamelessly gives him a high-five.

 **"** **And contract sealed! Welcome to Team Spidey!"** Spider-Man said with a happy expression as he fist pumps the air.

"I hate you." Cinder said to him, lowering her head in shame while Emerald and Mercury chuckle behind her back from how she had to do something so embarrassing for her.

 **"** **Alright people, and Cinder…"** Spider-Man said, earning a growl from Cinder. **"Just do what I say and I'm 90% sure you won't die!"** He told the three of them around him.

"Well that's reassuring." Mercury said while crossing his arms.

 **"** **Yo! Mechanical legs!"** Spider-Man said, catching Mercury off-guard by his statement.

"Wait! How did you know about that?" Mercury asked him about how he knows about his fake legs.

 **"** **Dude. You're talking to the guy with the high-tech suit and a spider-sense. Remember?"** Spider-Man asked him.

"Right…" Mercury shamelessly scratches his head.

 **"** **Anyways. I want you to go take on Goblinzilla's legs. Have a little leg on leg action with them."** Spider-Man ordered him to do.

"Got it." Mercury shakes his head before he goes to help out the others with the fight.

 **"** **You."** Spidey then turns to Emerald. **"What can you do?"** He asked her.

"I have my dual-wielded pistols, which can transform into short kusarigama." Emerald said while showing off her weapons to Spidey before putting them away. "My Semblance also allows me to mess with a person's head, giving them hallucinations. I tried to do on Osborn ever since he showed up, but it's not working on him for some reason."

 **"** **Osborn has a small history dealing with hallucinations before he got over them. He must have developed an immunity to any more hallucinations."** Spider-Man told her.

"Is it because he's already crazy?" Emerald asked him.

 **"** **Most definitely."** Spider-Man replied. **"Well, in any case, go help your partner over there. He might need it."**

"On it." Emerald said, as she runs up to help out Mercury, leaving just Spidey and Cinder alone together.

 **"** **Last, but not least, Goblinette."** Spider-Man said as he turns his head towards her.

"Don't call me that again." Cinder said to him with a sinister tone of voice.

 **"** **Okay, junior. Follow me."** He said, earning another angry growl from Cinder. The two of them get closer to where the Goblin Dragon is at, as Spider-Man changes into HeatGround Style, surrounding their area with lava. **"Ready?"** Spidey said as he style changes into HeatTeam Style, powering up his repulsor blasts.

 **BGM- Dragon Ball Super OST- A Dangerous New Enemy**

"It's not like I have any other choice." Cinder said, as her eyes and the tattoo on her back flare up in power, thanks to the changed terrain. The two of them combine their attack to unleash a powerful fire beam right at the Goblin Dragon, damaging it a bit. This attack got the attention of the Goblin, as he turns around and is surprised to see both Spider-Man and Cinder working together.

 ** _"_** ** _What's this?! Two of my most hated enemies are suddenly working together!? Now this is truly funny!"_** Goblin laughed from inside the beast, as it starts roaring and charges up a flame breath right at them.

 **"** **Better clench up, Legolas!"** Spidey said, quickly grabbing Cinder like a princess as he flies straight up, barely dodging the fire blast from the beast's mouth. **"Man, you're heavy! What have you been eating? Bricks?"** He asked her, getting on Cinder's nerves more and more as he continues to talk.

"Just shut up and let me concentrate!" She yelled at him, using the dust embedded into her clothing to create a bow and arrow, shooting out arrows at the beast from the air.

 **"** **So, you're not only Goblin Jr., but also Hawkeye Jr.! Can't you think of something original?"** He asked while holding onto her in the air.

"Keep quiet or I'll melt that armor off of you!" She shouted at him as she continues to shoot arrows at the Shadow Goblin Dragon, but they seem to have little effect on it as it keeps turning invisible to avoid the attacks.

Goblin thrusts his left palm out and proceeds to clench it. **_"DIIIIEEE!"_** He shouted, as he sprouts numerous tentacles from the creature's body to attack Spidey and Cinder in the air.

 **"** **Watch out! We're going for a ride!"** Spidey shouted, as he holds on tight to Cinder as he uses his reflexes to fly over the tentacles that are approaching them. **"This is fun, right?"** He asked her while avoiding the tentacles.

"NO, THIS IS NOT!" Cinder yelled at him.

 **"** **Wow! No wonder you're so cranky! You probably never had fun in your life!"** Spidey said to her.

Cinder just groans silently to herself as Spidey continues to dodge the tentacles. "What did I do to deserve this?" She asked herself before Spidey lands onto the ground, as she immediately gets off of him. "You're crazy!" She said to him.

 **BGM Ends**

 **"** **Says the girl that planned on destroying a school to change her report card."** Spider-Man retorted. He then spots Ruby and Weiss running towards his direction.

"You okay, Spidey?" Weiss asked him.

 **"** **I'm still alive, am I?"** Spidey said, causing Weiss to sigh.

"How did you convince Cinder and her group to help us out?" Ruby asked him as she and Cinder exchange stares with each other.

 **"** **With my charm and good looks!"** Spidey said while pointing to himself.

"AS IF!" Both Cinder and Weiss said at the same time, causing Spidey to sigh now. They all stop what they are doing as they spot the Goblin Dragon destroying a couple of Atlesian battleships with its flame breath. "We're getting demolished out here! We need to end this now!" Weiss said.

 **BGM- Dragon Ball Z Ultimate Tenkaichi OST- Burning Soul**

 **"** **Right! Tell everyone to regroup! And tell them to wait for my signal to attack!"** Spider-Man said, quickly powering up to his powerful Great Weaver Style, before he dashes off to fight the Goblin Dragon.

 ** _"_** ** _GRAAAAARGH!"_** The Dragon roared out with its menacing red eyes. It then flies towards Spider-Man's direction with a claw swipe, but the Wall-Crawler easily managed to fly away just in time.

 **"** **I have to wait til the moment it switches to its true form to attack!"** Spider-Man said as he lands back onto the ground. He flies right back up to face the monster, only to get karate chop to the stomach, knocking him away. **"I didn't even feel that!"** Spider-Man said confidently as he stops in the air. The Dragon then proceeds to throw a left punch right at Spidey, who manages to catch it with his two hands. **"Seriously?! A weak punch like that won't get rid of me, Gobby! Com on…Give me your best shot!"** He taunted the monster while managing to push away the punch. **"What's the matter!? Bring it on!"** He continued to taunt the monster.

 ** _"_** ** _You have a lot of nerve taunting me, boy! Prepare to die!"_** Goblin said from the center of the Dragon, as the monster then launches a right punch this time, right at Spidey, but he barely managed to catch this one until he webbed it up to the ground with his impact webbing. He then proceeds to run up the monster's right arm, webbing up his right arm before he flies straight through the Dragon's chest, focusing his power to his right fist, as he punches Goblin right out of his dragon, as the two exit out from the back of the shadow.

 **"** **WHAT ARE YOU ALL WAITING FOR!? FIRE! NOW! NOW!"** Spider-Man yelled at them from the air. Now that the Dragon is weaken without the Goblin to support it, everyone, including Cinder, Emerald, Mercury, and Ironwood's air fleet, use everything they got to strike at the monster. This combined might of power was strong enough to destroy the Shadow Goblin Dragon as it roars in pain before it evaporates into nothing.

 **BGM Ends**

Everyone in the city cheer that the monster was destroyed, thanks to Spider-Man's plan. Ruby and the other on the ground also cheered happily until she notices something coming for Peter as she gasped. "SPIDEY! WATCH OUT!" She yelled at him.

Just as Spidey turns around, Goblin grabs him by the face, using his gauntlets to drain the radiation from his body, slowly depriving him of his powers. **_"I'll admit! I'm impressed you insects were able to destroy my shadow! But if you really think that was the full extent of my powers, you are dead wrong!"_** He shouted as he continues to drain Spidey's powers.

Back on the pavilion below, everyone watches helplessly as Goblin continues to drain Spidey's powers.

"Weiss!" Yang looks at her, who already knows what she has planned.

"Got it!" Weiss said with a nod before creating a glyph.

"Good! Nora?" Yang turns to the hammer wielding member of Team JNPR.

"Nora here, reporting for duty!" She happily saluted with her hammer.

Back in the air, Spidey tries to break free by shooting his repulsor blasts at Goblin directly, but they seem to have no effect as he just laughs it off. As he continues to drain the boy's powers, he hears a scream coming from above him. **_"Hmm?"_** He looks up above him to see Yang and Nora, using Weiss' glyph, to appear right above him, as Yang uses her repulsor-charged gauntlet and Nora's electric hammer to knock Goblin from the head and right down to the city below, crashing down through a building as it falls on top of him.

Yang managed to grab the weaken Spider-Man as they and Nora uses Weiss' glyph to safely land back onto the ground. Nora whistles, "That was fun! Can we do it again?" She excitedly asked.

"You okay, Pete?" Yang asked her weaken boyfriend.

 **"** **I'm hurt…in more ways than one."** He said, as he is a bit embarrassed that it was Yang that had to save him and grab him, which is usually the other way around.

As Spider-Man slowly and weakly stands up, the rest of the heroes, and Cinder's group, regroup with them. "You know that was a bit reckless, right?" Weiss asked the weakened hero. "You could get yourself killed if you keep this up!" She warned him.

 **"'** **You okay, Spidey?' 'He hurt you, Spidey?'** **These are the kinds of questions you would normally ask a person after their powers are PAINFULLY drained from a crazy madman."** Spider-Man told her, only to receive a glare and her arms crossed, but that's only because she's worried about his safety.

"So, did we beat him? Did we win?" Sun asked with a smile.

"No. We haven't." Blake answered while shaking her head, knowing full well that Goblin isn't down yet.

"Huh?" Sun asked, confused.

"Goblin's a lot harder to take down, Sun. None of us were able to beat him the last time we fought." Ruby said while clenching onto her scythe.

"Just how strong is this guy?" Professor Port asked.

 **"** **Unimaginably strong."** Spidey answered the professor. **"What just happened now was only round one. Goblin hasn't even begun to fight."** He said, getting a gasp from everyone except for Team RWBYP.

"Wait? Are you serious!?" Coco asked him, with the Spider nodding in response, causing her to sweat a bit.

 **"** **With the immense and ever-evolving power of the ISO-8, the OZ-Formula, and his Demonic Aura, Goblin could destroy this entire planet without even trying."** Spidey informed them, getting all of them even more worried. **"He has the power. Not to mention he's also immortal. The only reason we're still alive only means one thing."**

"He's just playing with us. That bastard." Cinder said with anger, while also clenching her right fist in rage.

Just then, Spidey's spider-sense starts tingling like crazy, as he turns his attention to the collapsed building where Goblin crashed down to. **"Alright everyone! Get ready for round two!"** He said, taking battle position with his Great Weaver Style Change, with everyone else getting into battle position.

 **BGM- Mega Man Zero 3- Apocalypse Now (Remastered Version)**

As everyone gets ready for battle, they all feel the ground shaking as if they are being hit by an earthquake, as the rubble from the collapsed building burst out into the air thanks to a dark red and green swirling vortex hits the skies above, turning it to a dark and demonic red color. And from the floating rubble, the heroes see a dark and demonic figure, whose eyes burn with red flames, and red magma lines flowing through his entire body and cape cloak. The Green Goblin, now in his Shin form, takes a few steps forward, with each step shaking the ground and the seas near the kingdom, and his cape cloak flaunting through the air, as he stares down at his opponents, sticking and wiggling out his monster tongue before he laughs to himself.

"This…this power…" Pyrrha said with a shocked and worried look on her face.

"I've never felt anything like it." Glynda said, as she too is shocked by the Goblin's increased power.

"This was the same force I felt during that worldwide earthquake a few weeks back." Cinder said, remembering those events. "So, that too was because of Osborn. I'll admit. This is nothing I've ever seen before." She said, staring at Goblin's new, and horrifying look.

 ** _"_** ** _I am the Shin Goblin King!"_** Goblin said with a more demonic, and echo voice of tone. **_"And I…am ultimate power…incarnate!"_** He said before smiling and silencing laughing.

Spider-Man scoffed. **"Yeah right. Unless you have the infinity gauntlet, Osborn, I'm not impressed."** He said, mocking him.

 ** _"_** ** _Have you forgotten that this was the same form that almost KILLED you and your pathetic cheerleading squad over there? I hope you still have the scar from the time I impaled you with my horn."_** Goblin said before laughing again.

 **"** **Thanks for reminding me about that! Now I have more reason to kick your butt all the way to Jupiter!"** Spider-Man said, slamming his fists together.

Despite the Spider's threat, Goblin continues to laugh to himself. **_"Fools. I'll make you all regret to face your new god. And I'll do it without even breaking a sweat."_** He said.

"What does that supposed to mean?" Weiss asked him.

Goblin raises out his right palm up to his face. **_"50% of my power, but a poultry half. A HALF. It should be enough to grind you all into pain and agony so you can beg for mercy."_** He then smiled. **_"But since I'm in a good mood today, I might let you all have a few, good hits on me before you die."_** He said, putting his hand down to his side.

 **"** **50%? Sounds more like a bluff to me."** Spidey said confidently to him, but inside his suit he's starting to sweat a little that it might not be a bluff after all.

 ** _"_** ** _It's been fun, Spider. The same could be said to these 'Remnant Peasants.' But I have a multiverse to conquer, and I'm afraid you won't be around long enough to watch everything change into my image."_** Goblin said, taking his fighting position.

 **BGM Ends**

Before the heroes could react, Goblin blitz them one by one, including Zwei, attacking them with incredible speeds that vastly surpass both Spider-Man's and Ruby before he is seen a few feet behind them, with the heroes slowly crouching to the ground in immense pain from the sudden barrage of intense punches and kicks.

"Holy…" Pyrrha said while holding onto her chest, trying to relief the pain she received from the monster.

"So fast…" Oobleck said while resting on his weapon.

"Incredibly fast…" Mercury said while holding onto his left leg.

 **"** **Not even my spider-sense was able to keep up with him, but that's probably because I'm still weak from the previous drain."** Spider-Man said as he and the other heroes slowly get up from the ground, still in pain. **"I knew he was strong before, but this…THIS is unreal."**

 ** _"_** ** _Seriously? You all went down after that pathetic attack?"_** Goblin asked them with his back turned to them, not bothering to face them directly. ** _"Now I'm starting to wonder if 50% was a bit too much for you mortals to handle."_**

 **"** **Mortals? Seriously? You're taking this God thing a bit too far, don't you think?"** Spidey asked him while still holding his stomach in pain.

 ** _"_** ** _Hmmm."_** Goblin grins. While his back is still turned to the heroes, he lifts his right hand, causing a giant explosion to erupt underneath them, causing all of them to scream in pain as they are lifted high up into the air. As they all try to regain balance, they spot Goblin flying up towards them, using his powers to create three clones of himself to assist him in the carnage. He and his clones then proceed to pulverize the heroes floating in the air. Try as they might, no matter how much they retaliate, they still get countered and punch in the face and stomach. As Spidey recovers from one of the clones' assaults, the real Goblin appears right behind, without triggering his spider-sense still he is still weak from the earlier drain of his radiation. **_"My, my. Forget half my power. I'm barely even using a third of it."_** He said with an evil smirk.

 **"** **WHAT?!"** Spider-Man shouted in shock, quickly turning around to deliver a kick to the now-disappeared Goblin. **"Damn it!"** He cursed before he and the other heroes in the air feeling pulled towards a giant gravity bubble in the air, rendering them immobile.

Goblin and his three clones hovering a few feet away from them with their arms crossed, as the real monster charges up a huge fireball in his hands and thrust it forward to attack the defenseless heroes. "Spidey! Do something!" Blake shouted at him as the fireball gets closer and closer to them.

 **"** **Ugh! Hope this works!"** Spider-Man said to himself, changing into his GravityShield Style to use the gravity bubble their inside in and redirect the fireball right back at Goblin, destroying his clones before the real one deflects it away from him with his right fist, all the way to another part of the kingdom before it exploded. As Shin Goblin proceeds to dash towards them with the intent to inflict more pain, Spidey uses his gravity style to cause the bubble to descend him and the others back safely to the city before Goblin could reach them. He then shoots out a web line from below and right at Goblin's face, yanking him down to the destroyed pavilion, creating a crater upon impact. The heroes land safely on each of the rooftops around the pavilion: Spidey and Team RWBYP on one, Team JNPR on another, Team CFVY on another, as well as the professors and Zwei on another one, Sun and Neptune on one more, and Cinder and her little team on another rooftop. **"We're not done!"** Spidey declared, charging up his repulsor blasts as he and everyone else with a gun proceeds to shoot numerous projectile attacks right at the Goblin, creating a huge smoke cloud where they cannot see the Goblin through it before they stopped firing.

All of the heroes stand on the rooftops, waiting for the Goblin's next move, as they are sure he's not done yet. And as predicted, he's not, clearing the smoke cloud completely with just his demonic, red and green aura as he appears unharmed. Goblin starts laughing slowly before it gets faster and faster. **_"Amazing! I never knew you all would be THIS weak! I expected more from you all! How disappointing!"_** He taunted them, which starts to get on their nerves.

 **"** **Trust me! We have a lot more surprises saved just for you, Gobby! Just wait and see!"** Spider-Man said to him from above.

 ** _"_** ** _And I'll be DYING to know what those surprises will be!"_** Goblin replied, using his aura, as well as a part of his shadow, to create a dark red sword made of energy and fire. He then points it at both Spider-Man and Team RWBYP. **_"Now come on, Spider-Man! Show me and what 'Remnant's mightiest heroes' do to one that will soon rule the multiverse!"_** He said to them with a grin.

 **BGM- Dragon Ball Super OST- The Terror of Frieza's Army**

All the heroes present proceed to have a stare down with the Goblin, as they all wait for the right time to strike. Goblin and Spider-Man are both heavily staring down at each other's eyes, wondering what their next move will be. Both combatants charge up an energy blast from their hands and then shoot at each other at the same time, creating another smoke cloud, covering the pavilion. Goblin stands in the middle of the smoke, as he can sense the heroes about to make their move. He sees Spider-Man come right at him first with an energy blade he created with his repulsor gauntlet to counter Goblin's own sword before he is thrown out of the way. Immediately after Peter has been blown back, the students of Beacon Academy dash right at the crazed menace with their weapons in hold, ready to strike, as all of their weapons clash with Goblin's energy blade, as he then twirls around in place, scattering the kids away from him. The professors of Beacon, as well as Zwei, take their crack at the Goblin, but he effortlessly punches and kicks them away from his area. He turns around to see Cinder, Mercury, and Emerald ready to do combat with him, so the lunatic swipes them away with an energy sword slash, knocking everyone, but Cinder away, as she jumps over it and manifests two black swords from her clothing, as she, Spider-Man, Ruby, and Glynda come right at him at the same time with their weapons, but the minute they were going to strike at him, Goblin surrounds himself in fire, creating an explosion that knocks them away, as well as clear the smoke cloud.

As Spider-Man and Ruby are being flown back, they managed to regain balance and skid through the ground, stopping themselves. **"Ready?"** Spider-Man asked his friend/leader.

"Ready!" Ruby replied, as the two run full speed at the Goblin, who turns to their direction, wondering what they plan on doing.

 **"** **Crawler…"**

"Petals…"

"ASSAULT!" Both Spider-Man and Ruby shouted at the same time, unleashing a combination flurry of berserker punches and devastating scythe slashes at Goblin, who defends himself with his two arms but is still being pushed back by their combined attacks before getting kicked away by both teenagers. As the two teens back flip away from the monster, Spidey lands on his two feet and fires a repulsor blast from one hand at the Goblin. Osborn sees this, smiles, and jumps to his left, but the blast wasn't intended for him, as Pyrrha was standing right behind him, reflecting the repulsor blast with her shield and at Goblin. The beast sees this ploy and proceeds to jump into the air, dodging the attack, but a brave Jaune runs up and reflects the blast with his own shield, bouncing it back at Goblin, knocking him down to the ground as Spidey and Pyrrha give Jaune a thumbs up for teamwork.

"SPIDEY!" Nora shouted for his attention as she runs up to Goblin with her war hammer. "Shoot me a taser!"

 **"** **How about a zapper!? A Bug Zapper!"** Peter quipped, shooting out his Micro-Coiled Z-Metal strips at Nora, wrapping her in them and at the same time shooting her with electricity. Thanks to her Semblance, Nora is able to absorb electricity, powering herself up to new heights. Using her enhanced powers, Nora focuses all her strength onto her hammer and slams Goblin into a nearby wall.

"Woo-hoo! How do you like THAT, Gobby?" Nora asked him while she celebrates by herself. While she is too busy being distracted, shadow-like particles form right behind her, which is actually Goblin teleporting behind her, as he then punches Nora's head from both the left and right side of it, causing her to fall to the ground unconscious.

 **BGM Ends**

"NORA!" Ren shouted for her as he runs up to check on her. Too bad for him, Goblin grabs him by the head and slams him to the ground next to her in pain.

 ** _"_** ** _I can sense both your fears. You two have lost a lot of loved ones from when you were young, correct?"_** Goblin asked them, but they don't answer him as Ren tries to break free from his grasp. **_"Allow me to help reunite with them, ALL THE WAY TO THE GRAVE!"_** He said, charging up a fire ball to their heads.

 **BGM- Dragon Ball Super OST- Judgement Day**

Before Goblin could finish the two off, he is distracted by thousands of bullets shots thanks to a nearby Coco's Gatling gun. Even though the bullets aren't doing any harm to him, he is still annoyed, using his eyes to physically force push Coco away. Velvet then jumps right down in front of him, ready to attack, only for Goblin to pimp slap her away. Yatsuhashi comes right at him with his giant sword, with the Goblin countering it with his own energy sword before he kicks him away to a building. It was Fox's, Sun's, and Neptune's turn to attack, as they all dash full speed at him, but Goblin shoots out a huge fireball right at their face, knocking them away to a rooftop.

 **"** **YAAAAAAGGHH!"** Goblin turns around to see Spider-Man flying right at him with his right punch, ready to knock him out. Goblin smiles, as he charges his own right fist with fire, ready to counter his attack, but what he didn't expect was for a speed glyph to appear right behind Spider-Man, giving him enough speed to punch the Goblin's face before he could react. Spidey then lands right beside Weiss. **"Ready when you are!"** Spidey told her while he charges up his crimson aura with his Great Weaver Style Change.

"Initiate: Maximum Ice-Spider!" Weiss shouted, creating a series of glyphs around Goblin, surrounding him in a glyph-like dome. The two teens dash towards the Goblin inside the glyph dome and attacking him, ricocheting from each glyph with insane speeds while also ensnaring Goblin in a series of web and ice, freezing him in place. The two jumps straight into the air from the frozen menace and high five each other before Spidey shoots out a web line at Weiss, swirling around a bit in the air before launching her back to the ground to deliver one final blow to him while the Spider attack from the air, using his mechanical spider arms to shoot out repulsor blasts at the Goblin, with both attacks getting a direct hit. Spidey lands right next to Weiss, as the two give each other another high five before they see Goblin burst out in flames, shooting out fire breath right at them, with the two barely managing to escape thanks to Spider-Man and carrying Weiss away from harm's way.

As Goblin finishes breathing fire, he is sent flying thanks to a series of debris, thanks to the telekinesis of Glynda Goodwitch. He is also attack by a combination fireball attack from both Doctor Oobleck and Professor Port, but the king was able to nullify the blast, retaliating by punching the ground, creating a series of piercing stone edges right at the three professors, knocking them away.

Before Goblin could do any more, he is distracted by Zwei's barking, who is just standing right behind the beast. Goblin stares at it menacingly, with the intent on killing the dog, charging up his left fist with fire, ready to strike at him, but is caught off-guard a series of punches from Spider-Man and the afterimages he's creating.

 **"** **Shadow…!"** Spidey said, as he continues to attack the Goblin with his afterimages before he disappears.

"Spider…!" Blake appears right behind Goblin, as she too attacks Goblin in blinding speeds while distracting him with her clones. She then kicks Goblin in the face, knocking him away a few steps backs before she and Spidey stand right next to each other.

"FULL THROTTLE ASSAULT!" The two of them shouted at the same time, shooting at Goblin with numerous repulsor blasts from the mechanical spider arms, webbing from Peter's web shooters, and Blake's gun.

Goblin roars in anger, repelling the attacks with his loud roar and shoots out a massive fire wave at the two. Spidey grabs Blake and the two fly out of the way before they could get burned. Goblin smiles as if to indicate that, despite getting his butt whooped, he's not taking it seriously. He turns to his right as he sees Mercury coming in with ferocious kicks and spins, with the Goblin countering them with his strong, right arm, but still gets kicked in the face by the boy. He is then shot in the back by Emerald's guns, and before he could lash out at her, he is elbow to the face by Cinder, knocking him away. As the three of them run at him to deliver even more pain, Goblin puts his palm onto the ground and conducts electricity towards their direction, shocking them until they fall to their knees.

Goblin laughs and smiles to himself before he is ensnared by a huge web net and yanked towards the air, where Spider-Man is twirling him repeatedly in the air. **"Ultimate Web Throw…!"** He started before throwing the webbed up Goblin right in Yang's direction in the ground, whose eyes are steaming red and ready to punch something hard and ugly.

"ONE-TWO-PUNCH!" She shouted, releasing a battle cry as she punches the webbed up Goblin in the chest, knocking him away to a building.

 **BGM Ends**

As Yang wipes her hands satisfied, Spider-Man lands right beside her, as the two exchange fist pumps with one another. The rest of the heroes then regroup with them as they see Goblin standing right up from the rubble. **"Had enough, Norman?"** Spider-Man asked him, while acting all smug about it.

Goblin uses his hand to straighten his neck as he smiles and laughs at their expense, confusing them on why he is laughing even though he was getting beat. **_"Okay! I think I gave you all your free punches, am I right? Because I'm starting to get bored now!"_** He then turns his back to them as he points at it. **_"I just wished you got my back with one of those attacks! It's starting to get sore!"_** He taunted them with a laugh.

Weiss growls. "I can't believe him! Even after all of that, he's still taunting us!"

 **"** **My armor's scans are saying that Goblin hasn't decreased in power at all! He's still not trying against us!"** Spider-Man informed everyone, shocking them all with that news.

"Seriously?! To think that's only with 50% of his full power!" Neptune exclaimed.

 **"** **No!"** Spidey shakes his head in disagreement. **"Goblin told me he's using less than half!"** He informed them, which shocks them even more.

Goblin continues to laugh at their falling hope, as he puts his middle and index fingers together and charges an energy sphere on the tips. He then swings the energy sphere around, creating a large beam in the form of a giant, razor-sharp energy blade that can slice through anything. The heroes scream in pain as they energy blade comes right at them in a blinding flash. A few seconds later, they open their eyes and realize they weren't hit by the attack at all, but instead, they turn to their right and are completely shocked and speechless as they see that Goblin created a huge trench that goes through the city and all the way through the kingdom until it reaches the ocean, even then Spider-Man's Armor detects that it had cut through the ocean as well.

 **BGM- Dragon Ball Z Kai- A Disastrous Spectacle**

"N-No way…" Ruby said, still struck with fear as she stares at the huge trench through the kingdom.

"He just carved a trench through the kingdom, just like that." Emerald said, still awestruck in fear as is everyone else.

 ** _"_** ** _And that was only a glimpse of my full power, at least now until I further evolve in strength!"_** Goblin informed them, getting the heroes' terrified attention. **_"You know, if I wanted to, I could destroy this planet in just a matter of seconds, wiping you and your kind out while I survive thanks to my immortality! It's such a shame that you people are so low tech that you haven't performed space travel yet! Goes to show you just how primitive you all are!"_** He said to them before he chuckles.

Those around the world who are still watching this fight through their Scrolls are mortally devastated and terrified at the power Goblin wields. Ironwood, Ozpin, Qrow, even Salem from her hideout are very shocked and terrified at his frightening power. "Spidey…What can we do?" Blake turns and asked the Webhead, as they are running out of options.

 **"** **I…I don't know."** Spidey admitted, even though he really didn't want to but couldn't think of anything else. **"We're here throwing all our power at this guy, and yet he's using less than half his strength to make fun of us. Damn it."** He clenched his fist in anger.

 ** _"_** ** _How does it feel?"_** Goblin asked the heroes. **_"HOW DOES IT FEEL!? TO BE SO WEAK AND HELPLESS!?"_** He laughed at them while crossing his arms, ticking off the heroes some more, but they know they can't do anything more to him since they've pretty much used all their power against him. **_"Of course, maybe you could all avoid this if the Spider just embraced his Other. Although, the result might turn him into a giant, uncontrollable man-spider that would wreck the city any more than I did, but at the very least it will be a good show. It's the only reason you are all alive now, as I plan on FORCING the Spider to accept his uncontrollable power, by any means necessary."_** He finished talking.

 **BGM Ends**

Goblin points both of his fists into the air, turning them into red, hot magma, and fires a great number of magma fists upwards across the city, attacking and weakening the force fields that Spider-Man created earlier during the big brawl. **"No! If those force fields go out, the people, and the city, will be destroyed!"** Spider-Man shouted, as he flies right up into the sky, shooting out multiple repulsor blasts from his gauntlets like a spread shot, destroying all the magma fists before they could make contact with the force fields. Peter hovers in place, tired and exhausted, and because of that, it gave Goblin enough time to grab him by the head and start draining the radiation from his body with his gauntlets.

 ** _"_** ** _Concerns for others have always been your greatest weakness, Spider!"_** Goblin said with a laugh as he continues to drain his powers. But wanting to continue playing with him, the Goblin throws the weakened Spider in the air and encase him in a dark red sphere of energy. **_"I'm in the mood to play a game, little Spider! I'll continue to kick you around until I you either die or get thrown into orbit! Don't worry, it'll be fun! Ready? GO!"_** He shouted, kicking the Spider through the air in a triangle shape at immense speeds for a few seconds before Goblin catches him with his hand. **_"You know; I'm starting to get bored of this game! So let's say we end this thing, huh?"_** He asked the Spider.

 **"** **Can't we just play baseball instead?"** Spider-Man weakly asked him through the sphere. He is then met with Goblin's palm as he charges up an energy blast.

 ** _"_** ** _Batter up!"_** Goblin shouted, shooting out a dark, energy beam right in front of Spider-Man, sending him flying in the air. He then creates a dark portal behind him, teleporting the Spider to a place unknown.

"Goblin! What did you do to Spider-Man!?" Ruby demanded from the Goblin as he descends to the ground.

 ** _"_** ** _Oh, nothing really! Except for the fact that I teleported the weakened boy somewhere across the planet! Or in deep space! I wasn't really paying attention!"_** Goblin answered her with a smile on his face, causing Ruby to growl at him.

Before the students could attack Osborn, the monster just simply force push them, and Cinder's crew, a few blocks across the city, leaving Glynda and the other two professors alone with the Goblin. "CHILDREN!" Oobleck shouted for them.

Glynda slowly approaches Goblin, who has his back turned to her with nothing to worry about, to try and sneak attack him. **_"I wouldn't recommend that if I were you, woman."_** He calmly said to her without turning around, charging up a fireball in his left hand, prompting her to stop moving. **_"You and the people of this planet have no idea the kinds of things I had to go through back on Earth. While you all mostly deal with the likes of the White Fang and the Grimm, I have to deal with superheroes almost every day, along with the occasional alien invasion and gods that try to take over."_** He said, turning his head over his shoulder. **_"So, tell me: Do you have the experience to take on someone who has experienced them all and learn from those villains' failures?"_** He asked her but gets no response. **_"Just as I thought."_** He said, firing a fireball right at the three professors, knocking them out to the ground. He then hears the footsteps of both Team JNPR and Team CFVY, weak but still determined to fight. **_"You still dare challenge me, students of Beacon?"_** He asked them as he turns his face to them.

"We're not going to rest until we beat you!" Jaune said, pointing his sword at the laughing Goblin.

 ** _"_** ** _Fools, my will is law! I will destroy you!"_** Goblin said, as he points both his hands into the air, creating a small, purple vortex in the sky. **_"Now you see! Face my overwhelming power!"_** He shouted, as his vortex rains out energy blasts at the students below, knocking all of them down to the ground, weak and barely any energy to fight, as the Goblin laughs at their expense. **_"Pitiful. Do you see now, how powerless you truly are?"_** He asked them as he walks around their beaten bodies.

Pyrrha is on the ground, almost unconscious, as she looks in front of her a beaten Jaune. "Jaune…" She tries to reach out for him with her right hand, only for Goblin to step on it with his golden boots, causing her to grunt in pain.

 ** _"_** ** _Do not weep for your pathetic excuse of a leader, girl. I will make sure he will reach perfection. YOU, however, are destined to die, whether or not I came to this world."_** Goblin told her, referencing how Pyrrha was going to die by Cinder during the battle at Beacon in the original timeline. Goblin raises his left hand in front of Pyrrha's face, charging up a fireball to end her existence, only to be shot in the back by a stray bullet. **_"Team RWBYP! Did you have something to add…"_** Goblin said, unfazed by the bullet and not turning around to face the girls of Team RWBYP, as well as Zwei, who is growling at him. **_"Some great insight?"_** He asked them.

Ruby puts down her gun-scythe, as she and the girls stare down at Osborn with a determined look on their faces. "You're going down, Goblin King!" Ruby told him.

 ** _"_** ** _That's it? Some banal cliché? It's fitting those would be your final words."_** Goblin said to her. As he turns around to face them, he charges up a fire bubble in his right fist. As the girls get in defensive position for whatever attack he has planned for them, Goblin instead does the impossible. He punches THE AIR, causing it to crack like glass, sending shockwaves over to Team RWBYP's direction, knocking them to the ground.

"Did he just…punch the air?" Weiss asked the other girls.

"I think he did." Blake said, as she is shocked that someone has the ability to do that.

"Is that even possible?" Yang asked. They all see a laughing Goblin, who is slowly approaching them.

 ** _"_** ** _My power has evolved to the point that reality ITSELF trembles before me. You all stand no chance against me."_** Goblin said to the almost beaten girls.

"Maybe not them, but I'm sure I could!"

 ** _"_** ** _Who?"_** Goblin turns around to see Cinder standing right behind him, looking really mad and beaten, but still determined to fight.

"You made the mistake of revealing yourself to the world, Osborn. Now me and my master will stop at nothing to make sure you fall, and be crushed by us." Cinder said, raising and clenching her right fist into the air.

 ** _"_** ** _Does it look I care if you and that witch knows!? She's nothing to me! YOU'RE NOTHING TO ME! I am the Goblin King! You are no match for me!"_** Goblin said to her while powering up his aura.

"You're not the only one with power, Osborn. You have NO idea the kind of power that I possess." Cinder said, as the tattoo on her back glows orange.

 ** _"_** ** _AHAHAHAHA! You're nothing compared to the power of the OZ Formula! NOTHING!"_** Goblin said with a smile on his face.

"YOU'RE GOING TO REGRET GETTING IN MY WAY AND USING ME, YOU GREEN FREAK!" Cinder shouted at him, ready to rumble with the King of all Goblins.

* * *

 **At some remote island**

Somewhere in the world of Remnant, the weaken and banged up, armored Spider-Man is seen lying flat on the ground of a small island unconscious. Even though he is down, his armor is still up and running as he can still hear the news feed of what's going on back at Vale.

 _"_ _It is pure chaos over here at Vale!"_ Lisa Lavender said through the speaker. _"This 'Goblin King' has effortlessly beaten all the Huntsmen and Huntresses present here with his terrifying power, and I'm getting reports that he's only using less than half his full strength! I'm not even sure if anyone could beat this guy! So that begs the question: Who could beat him? And the better question is: Where is Spider-Man after he was blown away by the Goblin's recent attack?"_ She asked through the news feed.

 **"** **I'm right…here…"** Peter said, finally awake but still pretty weak. He holds onto his left arm as he slowly stands up, still in great pain from the battle. **"You know…I could do without this day…all together…"** He said while panting heavily. **"Jarvis…how's the progress on deleting Goblin's virus?"** He asked his AI.

 _"_ _I'm about 50% done, sir. It should take another hour or so until I'm done."_ JARVIS replied to him, causing Peter to groan.

 **"** **That's…perfect…By the time that happens, we might be all dead."** Peter said, still panting heavily in pain. **"What can we do…What can I do? Goblin's too strong for any of us, and that's with less than half of his power. We're…We're done for…"**

 _'_ _That's not the Peter Parker that I know. You're Spider-Man! You never give up.'_ A random, but familiar voice talks to him in his head.

 **BGM- Dragon Ball Z Kai OST- Tears of Grief**

 **"** **I-I know! But what can I do? He's too strong and it's all my fault he's gotten this powerful!"** Spider-Man replied to the voice in his head.

 _'_ _Stop telling yourself that! You have a lot more power inside you than you know!'_

 **"** **Just stop. None of that matters now anyways. Even together we…"** Peter stops himself as he starts to have flashbacks to Ben Reilly, the Scarlet Spider, and his clone/brother, even the time he sacrificed himself to save Peter from being impaled by the Goblin's glider. **"Ben…where…?"** Peter turns around, finding himself in a purple void of nothing, where a faded image of Ben Reilly, in his unmasked Scarlet Spider costume, appears in the other direction.

 _"_ _The powers of a Spider, and the heart of a human. There's no denying what you are."_ Ben started talking to his brother. _"Reach down deep. You have to accept what you are and what you'll shall be forever. SPIDER-MAN. And in every sense of the word. Think about those you failed because you didn't have the power to save them: Me…Gwen Stacy... Harry Osborn…all gone…"_

 _"_ _Dead. Killed by him. Norman Osborn."_ Gwen Stacy appears after Ben suddenly transformed into her. Peter starts to have flashbacks to his friendship with Gwen since they were kids, their love relationship, and the time she fell of the bridge thanks to the Green Goblin. _"You had this power all along, but you were too afraid to bring it up to surface because you were afraid of what you might become…"_

 _"…_ _But that only depends on you and you only."_ Gwen then transforms into Harry Osborn as he says that. _"You want to know why you are so special, Peter? Why everyone looks up to you and feel safer around you?"_

 _"_ _IT'S BECAUSE OF YOUR INDOMITABLE WILL TO NEVER GIVE UP AND SURRENDER, NO MATTER WHO OR WHAT YOU COME ACROSS AGAINST!"_ A massive, monstrous, black spider comes out of nowhere and speaks to him.

 _"_ _We know…"_ Ben Reilly speaks up.

 _"_ _We believe in you, Peter…"_ Gwen Stacy appears right beside him, as she and Ben talk at the same time.

 _"_ _That you'll be the one to end this fight…"_ Harry Osborn appears again, as all three of them start talking to Peter at the same time. _"Don't let others die because you keep on hiding your true power!"_

 _"_ _It's the only way, brother. After all, you are the original, amazing Peter Parker AND Spider-Man. So go out there and show Goblin what you got."_ Ben said to him as he and the two other dead friends fade out of existence.

 **BGM Ends**

Spider-Man appears back on the island, where he looks to his left and see a small, black, pirate spider, part of the mimetidae family, genus "Ero." The man and the spider take a good, long stare at each other's eyes, wondering and thinking about each other before Spider-Man looks up and flies up straight into the skies, with the Ero spider looking at him as he flies away. Spider-Man hovers over the island he was stranded in, where it's actually just one, small island surrounded by dozens of other small islands, and after taking a hard look at them, Peter sees that they form a shape, the shape of a spider, but more specifically, the shape of the Great Weaver. Peter takes another second to look at the islands again before breathing in and out, powering up his Crimson aura, style changing back into his Great Weaver Style and flies back to the Vale at hyper speeds with a sonic boom.

* * *

 **Back at Vale**

 **BGM- Spider-Man 3 Game OST- Lizard Tension (Part 1)**

Cinder is getting thrashed by the Goblin's destructive power, slamming her head to the ground as he laughs uncontrollably. He forcefully grabs onto her hair and raises her up next to his face. **_"I told you, Cindy! The OZ formula makes me more than human! I'M A GOD! NOTHING CAN STOP ME!"_** He stated before he is then shunned by a huge flashlight coming from Ironwood's airship. **_"What? Who?"_**

 _"_ _Norman Osborn! This is General James Ironwood of the Atlesian Military! You are under arrest! Put down your hostage and surrender! We WILL fire!"_ Ironwood said through the big speaker from his ship, as dozens of new and improved Atlesian Knights all descend to his area, surrounding him. _"These are our newly designed Atlesian Knights, Goblin! We call them: The Atlesian Knights-X! Using the broken parts of your Goblin Guard Androids and those 'Ultron' Sentries from your island, these new models are not only stronger, but they are also more durable thanks to the Vibranium, Adamantium, AND the Carbonadium metal parts from your robots! Now I ask you again: STAND DOWN OR WE WILL FIRE!"_ He told the furious Osborn, who is angry that they are using his own robot parts for their own purposes.

The Atlesian Knights-X start to surround Osborn, who threw Cinder to a nearby window, as they start shooting at him with their guns, but they seem to have no effect on him, just making angrier and angrier. The robots then all start to pile on top of him, but when they think they have won, Goblin lets out a mighty roar and blows them away. He grabs the remaining robot on his back and repeatedly slam it to the ground, throwing it at more robots. **_"RRRAAAAAAAGGGGHHHH!"_** Goblin lets out a monstrous roar as he destroys the remaining drones before he turns his attention to the air fleet in the sky. **_"IRONWOOOODDD! YOU CHEAP, NICK FURY KNOCK-OFF! I WILL DECIMATE YOU AND YOUR FLEET! AND I'LL DO THE SAME TO NICK FURY AND SHIELD AS WELL!"_** Goblin exclaimed, jumping to a nearby rooftop and then lungs towards one of the small airships, effortlessly destroying it and the pilot as he jumps from airship to airship, slowly, but surely, destroying Ironwood's entire fleet of ships. He even threw one of the pilots out of his seat, rides the ship for a while, deliberately crashing it to another ship before he jumps out of it to continue the mayhem and carnage.

From the bridge of his giant airship, Ironwood is in complete shock that Goblin is effortlessly taking out the fleet he brought in to Vale. "This…This is crazy. He's taking down our ships like they are nothing. Just what kind of monster are we dealing with here?" He asked, still in shock while also sweating a bit. The Goblin gets closer and closer to the main flagship, with little of the fleet left for him to trash but still hungry for some destruction. "EVERYONE! BRACE FOR IMPACT!" He warned his men on the bridge, as Goblin lands on the window outside, with his eyes, body, and cape burning with fire and rage.

 ** _"_** ** _IRRROOOOONWOOOOODDDDDD! DIIIIIIIIIEEEEE!"_** Goblin roared out, sticking out his fiery tongue. Before he could punch the window to let himself through and start the massacre, Goblin hears something from the distant. **_"Huh?"_**

"What's going on!?" Ironwood asked one of his men.

"Sir, we're detecting something coming to the city at Supersonic speeds! It has even broken through the sound barrier!" The solider said to him.

"That could only mean one thing…" Ironwood said.

 **BGM- Dragon Ball Super OST- Super Saiyan God**

Back on the ground, Ruby and everyone else sees something coming from the distance in the sky. Ruby's face turns into a happy one as she recognizes the person coming towards Ironwood's ship. "IT'S SPIDER-MAN!" She shouted, as Spider-Man, in his Great Weaver Style, flies straight at Goblin, knocking him off Ironwood's window.

 ** _"_** ** _PARKER!"_** Goblin yelled out, as the two tussle in the air.

 **"** **Sheesh, Goblin! Do you have a grudge against every general that reminds you of Fury!?"** Spider-Man asked him before he delivers a massive, and strong left hook to his face, sending the monster flying.

 _"_ _He's become nimbler, and he seems to have his strength back."_ Goblin thought in his head, as Spider-Man appears right behind him, cups his hands together, reels them back and slams Goblin down the center of the pavilion. _"Could he have…No. It would seem he still hasn't accepted his Other yet."_ He said in his thoughts, managing to land perfectly on the ground without crashing down to it. He looks up to see that Spider-Man is nowhere to be seen. **_"Where'd Spider-Wuss go? SPIDER-WUUUUUSS! COME OUT AND PLAY!"_** He taunted the web-slinger to show his face.

Suddenly, in an instant, Great Weaver Style Spider-Man appears on top of him, charging up a full power Shinku Hadoken, combined with the full power of his repulsor blasts. Goblin looks up and looks shocked. **"TAG!"** Spider-Man shouted, firing the huge blast at point blank range onto Goblin's face, causing the Goblin to scream in pain, as a huge explosion knocks away the other heroes because of the sheer force from that blast.

 **BGM Ends**

Ruby and the others cough out the dust and smoke before standing up from the rubble. "Peter…" Ruby said, wondering where Peter is at. Everyone around the pavilion looks around for both Spider-Man and Goblin, only to find a huge crater to the underground, covered with huge rocks that seem too heavy to lift. "Is he…?" Ruby started talking, worried that Spidey might have met his demise. She then feels Yang's hand onto her right shoulder.

"Don't worry. He's alive." Yang told her little sister. "He must have gotten buried inside that crater.

"I'll start calling him right now." Blake said, taking out her Scroll and starts dialing Peter's number. "Spidey! You there? Say something!" She calls out to him but gets no immediate response.

* * *

Below the crater and underneath the city, Spidey is lying down on the ground, finding himself back at the underground railroad beneath the city, but there are mysteriously no Grimm in sight, and more importantly, no Goblin.

 _"_ _Hello? Peter! Can you hear me?"_ Blake talks to him through his armor while also making sure no one heard her call out his real name.

 **"** **Ugh…Not too loud, okay. My ears are still ringing."** Spidey finally responded as he slowly gets up from the ground.

He hears his friends let out a sigh of relief that he's okay. _"Thank goodness."_ Blake said.

 _"_ _See? I told you he'll be okay."_ Yang said.

 _"_ _Spidey! You okay?"_ Ruby asked him through the communicator.

 **"** **Besides the fact I used up all my power in that blast, making me incredibly weak and vulnerable, I'm just fine."** Spidey said as he tries to laugh but it hurts his side.

 _"_ _Well, as long as you are alive, that's all that matter."_ Weiss said to him.

 **"** **Yeah. That is true."** Spidey said.

 _"_ _Spidey, this is Pyrrha! Are you okay? Where's the Goblin?"_ Pyrrha started talking through Blake's Scroll.

 **"** **I'm fine, Pyrrha. And no, I don't see Osborn anywhere."** Peter replied as he looks around his area.

 _"_ _Maybe you took him out, finally."_ Jaune started talking.

 **"** **Hopefully. I'm gonna take a look for a bit."** Spidey replied.

 _"_ _Be careful."_ Ren told him

 _"_ _And don't do anything I wouldn't do."_ Nora said as Spidey starts walking through the empty tunnel.

 **"** **Uhm…Hello? Norman? We all done here?"** Spider-Man asked, sort of hoping Goblin would reply but he only receives pure silence. **"Hunh. How about that? Weiss. Good news: Turns out you were wrong! Hope that doesn't wound your ego…"** Peter told her through his armor's communication systems, only to receive a scoff from the heiress.

 _"_ _What, you think if you die, I'll be happy to be right?"_ Weiss asked him.

 **"** **I don't think you're happy to be WRONG!"** Peter retorted to her.

 _"_ _You really don't know much about me, don't you?"_ She asked him.

 **"** **What I know is that Osborn looks to be down for the count. Better make sure, though."** Spidey said as he continues to walk down the tunnel, receiving nothing but silence and anxiety. And since he is still weak from using all his power from that recent blast, not to mention his spider-sense is still weak from the previous drain, Spidey now has to rely on his instincts, hopefully. **"So..can we call this one a wrap, Normie! Maybe go grab some coffee? Laugh about it?"** Spidey stops walking. **"Okay. I think we are truly done, but why do I still feel so uneasy?"** He asked himself. Without his spider-sense, Goblin appears as a shadow with red eyes right behind the unexpecting Spider-Man. He quickly grabs Spider-Man by the side of his chest and starts draining his radiation. **"Great…my spider-sense is still weak. NOOOO! NOOO! AAAAAAAGGGGGHHHH!"** Spider-Man screams in pain, as he can feel his powers being drained and weakened from Goblin's Carbonadium gauntlets.

 ** _"_** ** _Trying…to cure you…"_** Goblin said to the weakened Spider.

 **"** **Go cure…your…self!"** Spidey managed to say to him, somehow breaking free from Goblin's grasp. **"Nice try…didn't work…"** He said weakly, as he can feel that his powers have been severely weakened and can barely move.

 ** _"_** ** _Yes…it did…NOW TO FINISH THE JOB!"_** Goblin said, as he gets into his monstrous fighting stance.

 **BGM- Spider-Man: Edge of Time OST- Fighting Anti-Venom**

Peter crouches down onto the floor, trying to think of a strategy for an attack, but Goblin is giving him the chance, as the monster lunges and falls right on top of him, roaring right into his face before Spidey kicked him away and stands up weakly, holding tightly onto his right arm in pain and panting heavily. **"Is that all you got, Gobby? I'm just warming up."** He said to him, but all he receives is a laugh from the madman.

 ** _"_** ** _Keep telling yourself that, Parker, if it makes you feel better!"_** Goblin said, forming an energy blade to strike at him, but Peter narrowly dodged it in time.

 **"** **C'mon, Norman! We don't have to do this! We can end this NOW!"** Spidey tried to plead to him, but it doesn't work on him.

 ** _"_** ** _AHAHAHAHA! This is the only way, Parker! I will get you to accept your Other and destroy this city you tried so hard to protect! THAT IS HOW IT WILL ALL END!"_** Goblin replied, using his energy blade to slash at Spidey again, but Spidey again dodges it in time.

Weak, very weak, Peter tries to shoot out webbing from his web shooters, any kind of webbing, but horribly finds out he has run out of them all, and at the worst of times as he falls to the ground in front of the godlike Goblin. **"Webbing's out. Fantastic. Weiss! You might get to be right after all…"**

* * *

Back on top of the surface of the city, Weiss and the others are horrified at what Peter just said to them. "Believe me, that's the last thing we want!" Weiss said to him through Blake's Scroll.

"Guys! Spidey's in trouble! How's the progress on that opening?" Yang shouted as Jaune and the other heroes are currently trying to open up with crater Spidey and Goblin are stuck below in.

"We're almost there!" Jaune said to her. Suddenly, they all feel a massive earthquake from below the ground.

"What now?" Mercury asked, as the crater opens up, revealing dozens of Goblin's very own Goblin Reapers, ready to fight.

"What are those!?" Emerald asked as she sees a couple of Goblin Reapers coming to her direction.

"They're called Goblin Reapers! Very hard to destroy!" Blake answered her, slashing through a couple of the Reapers with her blade.

Everyone at the pavilion now have to deal with the Goblin Reapers, but because they are so weak from their battle with the Goblin, it is not looking so good for them. Thankfully, Ironwood sends in more of his Atlesian Knights-X to help them out, but even that won't be enough to clear the area of the Reapers.

"This isn't good. Spidey's down there getting killed by the Goblin, and we're here dealing with these guys again." Ruby said, slashing down on some of the Goblin Reapers with her scythe. "Just how? HOW? Are we going to get out of this one? We need a miracle." She said as she continues fighting alongside her friends, allies, and professors against the Goblin Reapers.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. What can I do? We're getting trashed here.**

 **Goblin: You are about to die, Parker! There's nothing you can do now!**

 **Spider-Man: No. There's one thing I can do. Everybody is counting on me. I have to do it! I have embrace it! IT'S NOW OR NEVER!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Goblin Nation (Part 4)- Ultimate Spider Warrior_**

 **Ruby: Awesome! Look at Spider-Man go!**

* * *

 **KFX here: 68 pages! Over 60 pages this chapter has on Microsoft word! And combined with school, there's a reason why this chapter took forever to write. But anyways, next chapter will wrap up Volume 2, with Peter FINALLY accepting his Other, and boy, expect him to perform some overpowered attacks. And also, tell me in the review section of your favorite part of this chapter. Anyways, next chapter should be AS long as this one, hopefully, but we'll see. Stay tuned for the next chapter.**


	56. Vol 2 Issue 22: Goblin Nation (Part 4)

_Vol 2 Issue 22: Goblin Nation (Part 4)- Ultimate Spider Warrior_

 **Universe-000**

The protector of the Web of Life and Destiny, the Master Weaver, is currently sticking himself in the center of the Great Web, where he sees three parts of the Web showing him the battles that are currently taking place at Remnant: The people of Beacon vs. the Goblin Reapers, Spider-Man getting utterly trashed by the Goblin King in his Shin form, and the battle involving the mysterious masked woman who has helped Spider-Man before and Oni, who was originally Akuma from another dimension before getting tricked and injected by the ISO-OZ Formula by the Goblin King. All three of these battles are all in the Goblin Nation's favor, as evident as the Master Weaver sees another part of the Web showing the people of Remnant being scared and helpless.

 ** _"_** ** _Master Weaver…"_** The Master Weaver looks away from his webs to see The Other (in his monstrous Spider-Man form without the extra arms) walking up to him. **_"Is the time finally ripe?"_** He asked the great one.

 _"_ _Yes."_ The Weaver answered the great Spider-Totem God. _"I can sense it in his heart that he is about ready, as he has no other choice now. Now go to him."_ He told the Other. The Other nods before a second later, he vanished from sight. The Master Weaver looks back to his web, now closely observing the battle between the Masked Woman and Oni.

* * *

 **Remnant**

On a fairly large island, far away from the Kingdom of Vale, the Masked Woman is, probably for the first time in her life, having a tough time fighting the monstrous, but fighting master, Oni.

 ** _"_** ** _Gohadoken!"_** Oni shouted, throwing a purple Hadoken right at the woman, who managed to cut it in half, but that only was to distract her long enough for Oni to come up close to her and punch her straight in her mask, sending her flying all the way to the shore of the island.

The woman gets up from the ground, with a part of her mask cracked and broken, as it falls down to the ground, revealing one of her red eyes and eyebrows. The woman pants heavily, indicating that she truly is having a tough time. "Had no idea…that there was someone this powerful in Remnant…" She said while panting with tiredness.

 _'_ _That because he's not from Remnant, my dear.'_ A familiar voice talks to the woman in her head.

"Madame Web?" The woman recognized the voice. "Wait? Are you saying that this guy is from another dimension?" She asked the old lady in her head.

 _'_ _Yes, and he's not from my dimension either. His real name is Akuma, a strong and powerful warrior from another Earth, whose strength and martial art skills are almost unparalleled thanks to his devilish Satsui No Hado.'_ Madame Web explained to her.

"The Satsui No Hado? What's that?" The masked woman asked her.

 _'_ _To put it brief, it's like your people's Aura, but it's much more sinister and demonic, taking the darker aspects of the natural human instinct, and taking it to a metaphysical level, allowing the user to be utter consumed by the darkness that dwells in their hearts.'_ Madame Web told her.

"That's pretty scary when you think about it. But if his real name is Akuma, while is he calling himself Oni?" The Masked woman asked the physic, as she can hear Oni walking closer and closer to her.

 _'_ _Oni is supposed to be a form that Akuma would eventually take later in his life after being completely consumed by the Satsui No Hado, but it would seem that Osborn's ISO-OZ formula sped up the process, giving form to Oni much sooner than it should.'_

"And with someone that powerful working under Goblin, then we are truly in big trouble." The woman said, clenching to her sword in anger. "I'm giving it my all here, and yet it would seem that Oni isn't even trying at all." She said, just as Oni finally walks out of the forest and into the shore where she is waiting and ready.

 ** _"_** ** _Hmph. Still alive, I see."_** Oni said to her. **_"You may be weak, but you sure are stubborn. The Goblin King doesn't need such weak people in his nation. I, Oni, will make sure to eradicate the weak. Only the strong deserve to live, and you are clearly not strong."_** He said, taking his fighting position.

"Keep telling yourself that! It'll make all the sweeter when I cut your head off!" The masked woman taunted him, clenching onto her sword and taking a fighting stance, as she intends to continue to fight against a one-sided battle.

 _'_ _No, child! Oni is too much for you! If he wanted to, he could've killed you at any time during your fight!'_ Madame Web exclaimed to the woman.

"So, why didn't he?" The woman asked her.

 _'_ _Because I sense a faint presence within him. The real Akuma is still fighting off the influence of Osborn's control! If I could enter his mind, I might be able to get him to suppress his Oni form completely, turning him back to normal!"_ Web informed her.

"So, what are you waiting for? Do it!" The masked warrior encouraged her to do.

Before Oni could strike at the distracted masked woman, Madame Web uses her physic powers to invade Oni's mind, causing him to stop what he was doing and scream out in pain. **_"Who dares enters the mind of Oni!?"_** Oni demanded from the physic invader.

"Akuma! We know you're still in there! Fight off Goblin's control! Don't let him completely control you forever!" The masked woman tries to reason with the real Akuma deep within his soul.

Oni holds onto his head and shakes it furiously, trying to get rid of Madame Web, who is currently trying to break him free from Goblin's OZ formula. **_"I… am Oni! And I have evolved beyond my weakened self! And I…will forever serve…THE GOBLIN KING!"_** He shouted, surrounding himself with his aura, and with his demonic power, blows away the masked woman close to the ocean.

"Looks like that didn't work." The masked woman said as she gets up. "Are you okay, Madame Web?"

 _'_ _I'm fine, child. Unfortunately, I wasn't able to completely free Akuma from Goblin's control as his mind is too strong willed for me to barely scratch the surface of his mind.'_ Madame Web explained to her. _'I was, however, able to learn a few things when I entered his mind.'_

"Like what?"

 _'_ _It's not much, but I've learned that Oni isn't the only warrior from another dimension Goblin has control over.'_

"Great. Who are they?"

 _'_ _I wasn't able to find out their names, but there are three more villains that are working with Osborn, with each of them proving to be formidable opponents, now that they are under the influence of the ISO-OZ formula.'_

"Well, that's just perfect." The masked woman sarcastically said. She then sees Oni staring right at her, looking a bit weak after Madame Web tried to enter his mind, but very angry. The masked woman gets back into fighting position with her sword in her hands. "Let's hope Yang and the Spider are having as much fun as I am." She said, before she and Oni clash once again.

* * *

 **Vale**

 **BGM- Spider-Man: Edge of Time OST- Chasing Anti-Venom**

"Is this becoming any fun for anyone else, because I'm sure not enjoying this!?" Yang asked after punching another Goblin Reaper that was about to slice her up with its scythe.

The students of Beacon, Team RWBYP, Team JNPR, Team CFVY, the professors of Beacon, Glynda, Oobleck, and Port, Cinder's little team, the military's Atlesian Knights-X troops, and Zwei are currently working together to taking down the dozens of Goblin Reapers created by the Goblin, while the big, scary king is currently underground, fighting against a weakened Spider-Man thanks to draining his powers with his Carbonadium gauntlets.

"The Reapers seem to be slowing down!" Blake shouted, cutting up a few more using a combination of her sword and Semblance clones.

"Keep at it guys! We're almost done!" Ruby encouraged everyone, using her speed to take out a dozen more Goblin Reapers.

Weiss uses her glyph to summon some ice spikes from the ground, destroying a few more Goblin Reapers before reaching out to her Scroll to call Peter. "Peter! Are you still with us?" She asked Peter through her Scroll, but could only get audio, no screen image. Thankfully, no one was around to hear her call out Spider-Man's real name.

 _"_ _Not for much longer if Osborn has something to say about it."_ Peter said to her weakly. _"Weiss…maybe I would've listened…to you…if you actually laughed at some of my jokes every once and a while."_

"Trust me, I did. I'll admit. Some of your jokes were really funny." Weiss honestly said to him through her Scroll.

 _"_ _I didn't think…it would require me dying…for you to actually admit that…"_

"No, you won't! Trust me! We'll get you through this!" Weiss said to him before she turns back to take care of some more Goblin Reapers.

 **BGM Ends**

* * *

 **Underground Vale Railroad**

 **BGM-Spider-Man: Edge of Time OST- Fighting Anti-Venom**

Down in the underground railroad that connects Vale to the now destroyed Mt. Glenn, the Green Goblin, in his shin form, is using his radiation-absorbing gauntlets to SQUEEZE the radiation from Spider-Man's body, causing him to get weaker and weaker with every passing second, as his armor has sustained a lot of damage, with barely any power left, his mechanical spider arms are destroyed, and has also run out of web fluid for any type of webbing from his web shooters.

 ** _"_** ** _ALMOST…PITY YOU…!"_** Goblin said with a smile, as he continues to crush Peter with his gauntlets.

Spider-Man screams out in pain, but he managed to raise his right gauntlet up close to Goblin's face, and before the Goblin could react, Spider-Man fires off a huge repulsor blast at point blank range of Osborn's face, as the monster screams in pain and let's go of Spider-Man. **"That makes…two of us."** Spidey said while heavily panting with exhaustion. Goblin looks at Peter with rage coming from one of his flaming eyes, as Peter managed to blow away the entire left half of Goblin's face. Unfortunately for Peter, but fortunately for Norman, Osborn was able to regenerate the missing half of his face thanks to his immortality from the ISO-OZ Formula, but that didn't quell his anger, as the mad titian uses his demonic aura to spurt out multiple, dark tendrils from his back as they latch onto Peter. **"NO! NO! NOOO!"** Peter screamed, as Goblin repeatedly slam him to the ground with his tendrils.

 **BGM Ends**

 **BGM-Spider-Man: Edge of Time OST- Death of Spidey**

The monster then leaps out of the tunnel and back into the pavilion while holding Spidey. As the other heroes have finally beaten the last of the Goblin Reapers, Goblin uses Peter's body to slam him to his friends and allies, knocking them away, before he throws Peter into high into the air, with him and two other dark clones he just made chasing him. As the three Goblins hover over Spider-Man, they charge up they hands with an energy blast. **_"DIIIIIIIEEEE!"_** The three of them roared in unison, firing at Spider-Man all the way back to ground, creating a crater upon impact. Spidey bounces from the explosion, weak and his armor now in need of a reboot, as Goblin disperse his clones and lands about 50 feet away from the weakened hero, as everyone in their Scrolls from across the world watch in shock as it would seem that Goblin has beaten Spider-Man.

 ** _"_** ** _This is like what? The THIRD time that I've almost beaten you to death ever since this whole ordeal started."_** Goblin said to the weakened Spider, who is struggling to get up from the ground, but Goblin fires a small fireball through his right shoulder, piercing his Iron Spider Armor and causing Peter some great pain, even though he's wearing his Vibranium/Adamantium mesh tech suit underneath. **_"If ONLY you accepted your Other, you wouldn't be in this much pain and left at death's door. Then again, if you did, you would turn into a monstrous, uncontrollable spider with unimaginable power that I would let loose to destroy this city, showing this entire, new world you tried so hard to protect, to see the monster that you really are before I kill you off myself."_** He said, as he fires another small fireball at Peter's knee, as a way to torture him on national television. **_"I wanted you to be my heir, Spider. You are much more worthy than my PATHETIC excuse for a son, Harry. That's the reason why I had Miles Warren to clone you, which gave birth to Ben Reilly. But as fate would have it, he decided to become a hero like his 'brother.' Become the Scarlet Spider. And it's because you two share that same, annoying sense of justice and selflessness, he sacrificed himself to save you."_** He said in a menacing tone of voice, shooting another small fireball at Peter's right arm. **_"I kept you close to keep an eye on you…make use of you…but now your done…"_** He said as he forms a dark, energy blade with his aura. **_"…and I'm done with you."_** He said sinisterly and menacingly, as the dark messiah slowly starts walking with his energy blade to end this fight.

 **"** **Anyone…A…a little help…?"** Spidey weakly asked his friends and allies.

Ruby and the rest of her team get up from the rubble and watch in horror as Goblin slowly starts walking up to their friend. "Everyone! Stop Goblin! We'll take care of Spidey!" Ruby shouted to their other allies, as she and the other girls run up to help Spider-Man out. As Team JNPR, Team CFVY, the professors of Beacon, Zwei, the military, and even Cinder's group tries their best to delay and stop the Goblin, which is only making him madder, Ruby, Weiss, Blake, and Yang run up to Peter's side. "Don't worry, Pete. We gotcha ya." Ruby said sincerely to him, as Blake and Yang take each of his arms to their shoulders to hold him up.

 **"** **I'm…I'm sorry, girls. I got nothin' left…Armor's slowly rebooting with little energy left…I have no power…no…no nothing."** Spidey said to his friends as he coughs weakly. **"Some of you tried to warn me. I was an idiot."**

"Stop talking about yourself in the past tense! This isn't over!" Blake said to him from his right side.

 **"** **Spoken like someone. Who hasn't got their powers forcefully drained from their body."** Spidey weakly said to her.

"Stop talking and save your strength! We need to move! Now!" Weiss said to him, as they see Goblin getting closer and closer to them despite their allies trying to hold him off. "We're doing everything we can! Come on, Peter! Where's that never-say-die attitude?" She asked him to give him some encouragement.

 **"** **I don't need to say it…To do it. And I'm out of jokes…"** He replied to her.

"If he says that, then we truly are in deep trouble. Let's move!" Yang said as she and Blake slowly walk Peter away from the battlefield.

 **"** **I'm sorry…I…didn't get the job done…"** Peter weakly told his friends as they walk away.

"No way! No freaking way are you giving us brave last words!" Yang angrily shouted at him but stops when Peter starts coughing.

 **BGM Ends**

Their escape didn't go very far, as Shin Goblin leaps over their heads and lands right in front of them, as he has just beaten the other heroes. He stands up menacingly at them, with his glowing, flaming, red eyes staring at the souls of the four girls of Team RWBYP and a badly weakened Spider-Man. **_"You fools…Away! Before I make mincemeat out of you!"_** Said a sinisterly Goblin, which sends chills down their spines as he points his energy blade at them.

Ruby and Weiss take out their weapons to protect Peter. "Not a chance, Goblin!" Ruby said to him.

 ** _"_** ** _Your four are starting to get as annoying as the Spider."_** Goblin said to them.

"Why, thanks for noticing that." Weiss said to him, which starts to annoy him.

Goblin, using his reality powers, force push the girls away from Peter, leaving only him and Ruby down to the ground weak and exhausted, and in front of the Goblin King. **"C'mon, Iron Spider armor. Reboot already. Just need a few more seconds until I can properly move again."** Spidey said as he sees Goblin standing over a weakened Ruby. **"No…"**

Ruby pants heavily, as she looks up at Osborn and angrily glares at his eyes. **_"Any last words…Little Ruby?"_** He asked the little girl.

"…A talking horse walks into a bar and-." Ruby stops as she can see that the Goblin is getting annoyed.

 ** _"_** ** _Of course. You've been hanging around with the Spider too much that you've actually found a joke that annoys me, and it hasn't even been a day yet."_** He said to her.

Ruby smiled. "I learned from the best."

 ** _"_** ** _I'll make sure to bury you right next to your mother's grave."_** Goblin menacingly said as he reels in his blade, ready to stab her in the heart.

 **"** **C'mon armor, almost there…"** Spider-Man said before his armor has now been fully rebooted, with only 21% energy left. **"Nice."**

 ** _"_** ** _Now then…DIIIIIIIEEEE!"_** Goblin shouted, as he gets ready to stab Ruby.

Ruby closes her eyes, ready to meet her end, and hears something getting stabbed, but strangely enough, she didn't feel anything. She slowly opens her eyes to someone standing right in front of her, who took the hit from Goblin's blade, as she can see the blade sticking out from the other side. She takes a closer look and is shocked to see that it was Spider-Man getting stabbed in the chest. "Peter!" She shouted.

Everyone from across the world, ranging from those at Beacon, to the Faunus at Menagerie, to even Salem and her cronies at her hideout, all shocked and horrified that Goblin stabbed Spider-Man. Even his allies there at the pavilion are in complete shock at what just transpired.

 **"** **Can't believe you, Goblin…"** Spider-Man started talking, as everyone is surprised that he can still talk after being stabbed in the chest. **"You would stab a sweet and innocent, little girl on national television…No wonder your ratings have been dropping…"** He said with a little laugh, but it does pain him if he continues.

Goblin, however, is not laughing. He's just very annoyed now. **_"Even after getting stabbed in the chest, you are still making jokes!"_** He said as he painfully takes out the blade from Peter's chest, as the hero kneels down in pain. ** _"You're lucky I missed your heart, otherwise your death would've been quick and painful!"_**

 **"** **Good…I always preferred…to take the slow and… scenic route…"** Spider-Man said to him while holding onto his wound. **"I mean, seriously Goblin…You're so impatient…Whatever happened to taking things slow…relaxing for a bit…taking a bath…"**

Goblin snarled. **_"You're an annoying and stubborn little bug, you know that!"_**

 **"** **Annoying and stubborn ARACHIND…Haven't you learned anything? And you call yourself a scientist…"** Spider-Man mocked him, despite the flesh wound.

 ** _"_** ** _OH, FOR THE LOVE OF…"_** Goblin yelled out, as he force pushes Peter to the center of the pavilion, as he starts to summon strange metal from his portals, as they start to surround Spider-Man.

 **"** **Hey! What's going on here?!"** Peter asked before his mouth and face is covered with the metal.

 ** _"_** ** _Your fate was to be destroyed! Why won't you accept that, lie down and die right?!"_** Goblin asked him while he completely covers Spider-Man in a metal-like cocoon, leaving him motionless on the ground.

"What did you do to him, Goblin!?" Ruby angrily asked the mad King.

 ** _"_** ** _I covered the brat in some Vibranium I summoned from my hideout! That way he can suffocate and have his slow death, all while blocking out any sound so I won't have to hear his jabber again! And the only way for him to POSSIBLY survive, if he accepts his Other! This is his last chance, otherwise he's doomed!"_** Goblin informed her before forming his energy blade again. **_"YOU, however, are starting to get annoying! Perish!"_** He said, as he is about to strike at Ruby, but Jaune manages to come in and save her by blocking the blade with his own sword. **_"What now?!"_** He asked before getting smacked in the face by Nora's hammer, knocking him away a few feet.

"Go! Check on Spidey! We'll distract him!" Jaune said to her as she sees the rest of Team JNPR and Team CFVY, as well as Cinder' group, coming in for backup.

"Thanks Jaune!" Ruby said, using her speed to reach the cocooned Spider-Man. She has already found the rest of her team, her dog, and Glynda right next to him. "How's Spidey?! Is he okay?!" She asked them.

"He's fine! He's fine!" Weiss assured her as she checks on her Scroll. "I'm getting readings from my Scroll that he's just unconscious, but his aura levels have reached critical!"

"If we don't get him to a hospital soon, he's going to die!" Blake said to her.

Yang is busy trying to punch through the Vibranium cocoon, but the metal is too sturdy and unbreakable. "Darn it! Why does Peter have to come from a world where indestructible metal is a thing?" She asked as she continues punching it, but not even a dent is left made.

"That metal seems to have the properties to absorb kinetic energy! Punching it won't do us any good!" Glynda told her, prompting Yang to stop hitting it.

"Maybe I can help!" Pyrrha runs up to them, getting their attention.

"Pyrrha!" Ruby happily said.

"Ms. Nikos! Good! Your Semblance should be able to manipulate and release the metal covering Peter! Can you do that?" Glynda asked her student.

"I'll try!" Pyrrha nodded, as she starts using her Semblance to try and pry the Vibranium cocoon covering the unconscious and severely wounded Spider-Man, but nothing is happening. "This can't be…"

"Can't be what?" Weiss asked her.

"Either my powers are very weak from the battle, or I can't manipulate the metal covering Peter! I can't break him free!" Pyrrha begrudging informed them, causing them to gasp in shock.

 **BGM- Dragon Ball Z Kai- Requiem ~To Those Who Meet Their End~**

"No…" Ruby quietly said to herself.

"I'm…sorry." Pyrrha said, looking sad in the face.

"It's alright…You tried your best." Glynda said while not looking at her student in the eyes, not wanting to show her sadden face.

Yang furiously slams both of her fists on the cocoon. "I can't believe this! This isn't how it should end! It just can't!" She shouted, trying hard to fight back the tears, but her efforts became useless as she does start crying over Peter's cocoon.

Weiss, Blake, and Pyrrha start to get teary-eyed, not knowing what they should do next. Even Glynda sheds a tear while not facing her students. Zwei is deeply sadden as he licks the metal from Peter's cocoon, while Ruby crouches down next to her dog, while tears start coming down her eyes. "Please…Peter…don't leave us…" She said to his cocoon.

 **BGM Ends**

* * *

 **Unknown Location**

 **BGM- Dragon Ball Super OST- Crushing Defeat**

We see Peter, lying flat on the ground unconscious without his costume, in some forest like area in his dreams as a voice starts talking to him. _'Is this how you want to spend the last few minutes of your life, boy? Lying down on the ground while your friends are getting demolished?'_ The voice, which is actually The Other, said to the unconscious hero. The Other (still in his monstrous Spider-Man form) appears right in front of unconscious Peter. **_"You said to me before that you were afraid of what you might become if you accepted me, when clearly you are more afraid of what might happen to your friends when you don't save them. Your Uncle Ben, Ben Reilly, Gwen Stacy and her father, Harry Osborn, everyone that you failed to save and protect because you LACKED the power. You LIMIT yourself. Are you willing going to continue doing that? Refusing your TRUE power?"_** He asked the unconscious boy. ** _"People like the one you call Ruby, your Aunt May, and even that blue one named Sonic. All of them will die by the Goblin because you continue this charade of not accepting your TRUE self. You know this is the only way, boy. You HAVE to accept your Other. Otherwise, you and everyone you care about will DIE. But, not even I know what might happen if you do accept us, since you have suppressed us since day one. Will you become more man than spider, or will you become more spider than man? The likelihood of the latter is VERY high, as evident with my previous hosts not able to control my power and become a monster. Be seen with vengeance. But there's always the possibility that something else could happen. Something else could change. So…I ask you again: Will you finally accept us? And if you do…Will you become more man than spider, or will you become more spider than man? Will you become one…or the other?"_** The Other asked him.

"Isn't it obvious?" Peter finally spoke up, as he slowly gets up from the ground and stands face to face with his other. "I'm already one AND the other. I've always have been both the man AND the spider. SPIDER-MAN. And I truly mean that this time." He told his other. "Ever since I got my powers, I just accepted what jumped out at me, never bother looking too deep into it because I was afraid of what I might become. So I just accepted my limits. But now I see, more clearly than ever, that I need to push pass my limits if I want to save those close to me. Save everyone. That's why I'm not afraid anymore, because I will never forgive myself if I let people down just because I'm scared of becoming a monster. And I know I'll won't become a monster. I'm too stubborn to ever let that happen."

His Other smiled, probably for the first time in his life. **_"Now THAT'S the Peter Parker that I saw back at the temple. It's because of your unbreakable will is the reason why the Great Weaver chose you as his Avatar. It's because of your will is the reason why you are considered the GREATEST Spider-Totem in the multiverse. And it's because of your will, is the reason that YOU might be able to control my power. So, as the voice of evolution, the weavers of the web of time…The voice of history speaking through you…must NOT be suppressed again. Accept us. Accept who we are. Accept who YOU are, as a child of both science AND magic. The man who dreamed of being a spider…and the spider who dreamed of being a man. THE TRUE SPIDER-MAN! Find within us the gifts and power you did not know you possessed…The strengths you were afraid to call your own. Be the man you are…But now, at last…embrace THE OTHER."_** The Other said, as he transforms into the same massive, monstrous spider that Peter saw in his previous vision before. **_"EMBRACE US!"_**

"Wow. You really are my other, Ero. You like to talk too much." Peter said with a smile, clearly not afraid of his other anymore.

 ** _"_** ** _ERO?"_** His other asked him, wondering why he called him that.

"You like it? 'Cause calling you 'The Other' might get a bit tiring after a while." Peter replied to him.

His other, now known as Ero, chuckles through its big fangs. **_"VERY WELL. ERO IT IS, THEN."_** He then lifts up two of its legs and pinches Peter with them, causing him to grunt in pain. **_"DO NOT STRUGGLE. THE PAIN YOU FEEL…IS THE AGONY OF BIRTH, AND THE TRANSFER OF MY POWER INTO YOU. BUT…CAN YOU CONTAIN IT?"_**

Peter closes his eyes, calms down and smiles, as he can feel power coursing through his veins. _"This pain…it…it doesn't hurt at all. It feels…calm…and soothing. It's pretty refreshing actually. Somehow I…Somehow I…Somehow I…"_ He keeps saying in his head as the giant spider in front of him starts to glow blue before it completely vanishes into Peter, giving him a blue aura that also heals his stab wound completely. He then opens his eyes, as his irises turns into a bright blue color, with his black pupils becoming slitted. _"Feel awesome…In fact, I never felt so awesome in my entire life!"_

 **BGM Ends**

* * *

 **Universe-000**

From his Great Web, The Master Weaver sees that Peter has finally accepted his Other, after witnessing the Web glowing blue. And from behind his helmet, you can tell that he is smiling and proud of Peter.

* * *

 **Vale**

 **BGM- Dragon Ball Super OST- Limit Break X Survivor (Orchestral version)**

Ruby, her team, Zwei, Pyrrha, and Glynda are still standing around Peter's cocoon when suddenly, the ground starts to rumble as if an earthquake is happening. "W-What's going on?!" Ruby asked while trying to keep balance. They all then see electricity surging out of Peter's cocoon, which gets bigger and bigger, which catches the attention of the Green Goblin and everyone else that he fighting against.

"What…?" Both Goblin and Cinder said at the same time, as they both sensed something coming from Spider-Man's Vibranium cocoon.

The cocoon that surrounds Spider-Man starts to crack more and more.

"YAAAAAAAAAAHHH!"

 ** _"_** ** _RRAAAAAAAGGGHHH!"_** They all hear the synchronized scream of both Spider-Man and some sort of beast roaring out, as a blue, swirling vortex envelops the cocoon, knocking away Ruby and the others from the massive wind blows. The blue vortex is so powerful, that it hit the dark, red skies above, turning it back to a normal, clear blue sky. While everyone is still covering their eyes from the massive wind storm, both Ruby and Goblin were able to see a dark figure covered in a blue aura high above in the skies. The figure then flies right down to the ground and lands perfectly with only hand to the ground, still covered in the majestic, blue flame aura. The silhouette slowly stands up straight, with blue electricity constantly sparking around his body. The figure lowers down his aura, to reveal that figure to be Spider-Man, all healed and with a repaired Iron Spider Armor, but something else is different about him. His armor now sports a grayish-black color scheme, with the spider symbol on his chest to be completely white, sporting the same design it had when Spidey wore the black suit. His armor also sports square blue 'bug' lights on his boots, gauntlets, and helmet. Speaking of his helmet, Spider-Man now also has some extra eyes as well: three small, sinister like red eyes on each side of his helmet, while still sporting his two, normal eye lenses but now covered in blue. All of his eyes are currently closed right now. His aura is vibrant, fiery, and cyan blue, with small sparkling particles of energy travelling upwards within the flames. It also has a very subtle yellow glow can be seen on the outside of the aura as well.

Everyone from across the world on their Scrolls look in awe at seeing this new Spider-Man look. "Peter…" Ruby quietly said to him from behind his back.

 ** _"_** ** _Parker…"_** Goblin quietly said to himself, as he continues to stare at this new transformation. **_"This isn't what I had expected."_** He said still stunned, as he was expecting Peter to transform into a giant, man-spider, not gain some new style change from what it looks like. Spider-Man slowly opens his eyes and stares right at the still stunned Norman Osborn, and without even moving a finger, he sends out an invisible blast from his eyes, easily knocking Goblin away across the city, with some military troops running up to check on him.

"Whoa! What power!" Ren said in awe.

"He didn't even have to move to do it." Velvet said, as she too is in awe. All the students, the professors, Zwei, and even Cinder's group stare in awe at the new and improved Spider-Man, who continues to stand in place, not moving a muscle.

 **BGM Ends**

* * *

High in his airship, General Ironwood is watching Spider-Man from his monitor, and just like everyone else, is too in awe at his power. "What raw power…" He said to himself before he contacts his soldiers. "I want all Atlesian Knights to check on Osborn, but I also want some knights to keep a close eye on Spider-Man! If he tries anything funny, take him down!" He ordered his troops.

"But, sir, isn't Spider-Man on our side?" One of his troops on the bridge asked him.

"He is, and I really hope he still is." Ironwood replied to his troop before looking back at the monitor.

* * *

The newly powered up Spider-Man still stands in place, not moving an inch or even saying anything, just minding his own business. "Um, can someone explain to me what's going on?" Yang asked as she is confused on what is currently happening.

"I think Peter just accepted his Other. That has to be the only way." Blake answered her.

"His Other?" Pyrrha asked her, not knowing what she meant by that.

"But, wasn't he supposed to transform into some Man-Spider if he did?" Weiss asked.

Ruby takes another look at Spider-Man and proceeds to slowly walk over to him. "Ruby! Wait!" Glynda calls out to her student, thinking that she might be in danger if Peter lashes out on her since, despite looking more human than spider, he could still have lost his humanity and might start attacking, but Ruby ignores her warnings as she continues to walk towards his backside.

"Spidey…Peter…" Ruby calls out to him, which does get his attention as the hero slowly and silently turns around to face her and her dog, Zwei. "Please. We need to know: Are you still on our side…the good side?" She asked him while Zwei quietly whimpers.

Spider-Man stares right into the little girl's eyes for a few seconds, still not saying a word. He then looks over to Weiss, Blake, Yang, Pyrrha, and Glynda, still not saying at thing to his friends. He then turns around to see his other friends and allies approaching him: the rest of Team JNPR, Team CFVY, Sun, Neptune, Professor Port, Doctor Oobleck, and even Cinder and her teammates, Mercury and Emerald. They all stare at Spider-Man, who stares at them back, not giving out any response to them. He then quietly turns back around to face Ruby, who is still waiting for an answer from him. Slowly, Spider-Man raises up his right arm to perform an action on Ruby, as he slowly reaches out for her. Ruby starts to get nervous, as she closes her eyes, wondering what might happen next. She lets out a tiny "Epp", as she feels something on her head. She shakes in fear until suddenly Peter starts to ruffle her hair like he usually does to her. Ruby slowly opens up one eye to look at Peter, who begins to chuckle. **"Did that answer your question?"** He finally spoke up, still retaining his normal voice under his armor while also smiling under his mask.

Ruby's face changes into a happy one after she hears him speak, still retaining his same personality. "SPIDEY!" She hugs him, who proceeds to hug her back as Zwei wags his tail and barks happily.

"YES!" Yang happily fist pump the air. "He's back!" She said while Weiss and Blake smile happily.

Spidey's other allies are happy as well to see that Spidey is okay. Everyone around the world who was watching this are too happy that Spider-Man is alive and well, stronger than ever before. From his airship, Ironwood sighs as he makes a call to his troops. "Alright, troops! We can calm down. Spider-Man is still one of us. No reason to keep a close eye on him any longer."

 _"_ _Affirmative, general Ironwood."_ One of his troops said before hanging up the call, leaving Ironwood standing in place with a smile on his face.

* * *

 **Beacon Academy**

Even back at Beacon Academy, Ozpin, who was watching Spider-Man from his Scroll and from his tower, also lets out a smile. "I always knew you had it in you, Peter."

* * *

 **Vale**

"Oh man! You had us worried there for a second!" Jaune said to Spider-Man.

"Seriously! You could've said something to let us know you were okay!" Weiss said to him, a bit annoyed.

 **"** **I just wanted to see the looks on you guys' face."** Spidey answered her, and then receives an angry glare from Weiss' face. **"See? Like that."** He said, causing Weiss to just sigh.

"How do you feel, Spider-Man?" Glynda asked the hero.

 **"** **I feel great! Better than I have before! It kind of reminds me of the time I wore that alien black suit before I found out it was alive."** Spider-Man answered her.

"Wait? You wore an alien for a suit?" Coco asked him.

 **"** **Long story."** Peter answered her before checking out his new armored suit. **"I not only feel a lot stronger and faster than ever before. I also feel more in control. Do things I couldn't do before I accepted my Other."**

"And it also gave you a new style change?" Blake asked him while staring at his new look.

 **"** **It looks like it. I wonder what I should call this new style?"** Spidey asked himself while thinking.

"Ooo ooo! How about: Bug Style?" Ruby excitedly suggested to him.

 **"** **Nah, sounds inaccurate, and insulting."** Spidey told her.

"How about: Spider Style?" Pyrrha suggested.

 **"** **Hmmm. I can live with that."** Spidey said, causing Pyrrha to smile.

"HEY! Can someone please explain to us what's going on?!" Sun asked, since he and almost everyone else are a bit confused on what is happening now.

"I agree with monkey boy here. I'm a bit lost myself." Mercury agreed with Sun.

"Allow me to explain." Oobleck steps up to explain to everyone about Spider-Man's Other. "You see, just recently, we discovered a most historical find about multiversal supernatural entities called Spider-Totems. There are millions of Spider-Totems across the multiverse, with all of them gaining their spider-like powers from three-dimensional construct called the Web of Life and Destiny, which acts as a model of the entire multiverse."

"So, these Spider-Totems are like the Maidens from the stories?" Pyrrha asked the good doctor, which suddenly gains the interest of Cinder standing with them.

"Yes, but Spider-Totems are on a whole new level." Oobleck continued. "Like I said before, Spider-Totems get their power from the Great Web, which goes across the multiverse, while the Maidens in the stories are said to be the physical embodiment of the four seasons, so you can all guess which are the stronger forces at work here."

"The Spider-Totems?" Emerald answered.

"Correct. But there's more." Oobleck said. "We also find out that the Great Web was also created by a supernatural Spider-God called the Great Weaver."

"The Great…Weaver…" Cinder spoke up.

"Yes. And before he died, created five more Spider-Gods to maintain different parts of the Web: The Master Weaver, The Gatekeeper, The Bride, The Scion, and the most powerful Spider-God of them all, The Other." Oobleck said.

"Down at the temple we found at Mt. Glenn, we learned that Spider-Man is a very special Spider-Totem, as he not only is the Avatar and the reincarnation of the Great Weaver, but he now holds the immense and godlike powers of The Other." Glynda spoke up as she walks up to Spider-Man. "We originally thought that Spider-Man was going to transform into a monstrous Man-Spider, as the previous hosts of The Other became when they embraced their inner spider."

"But, for the first in the multiverse's history, Spider-Man here has conquered and embraced his Other while still retaining his human form." Oobleck finished the explanation, which gets a "Whoa…" from everyone in the crowd.

"So, Spider-Man is like some sort of God? With the powers of two Gods?" Jaune asked, still confused.

 **"** **I guess."** Spidey answered him, as it is still weird for him to have the powers of a God, or at the very least a Spider-God.

"Coool!" Nora said with excitement in her voice.

 **"** **And now that I've accepted my Other, I can do much more of what a spider can. Observe."** Spidey said, as he manifests four, brand new, blue spider arms from his back, with the use of his aura, which gets an awe from his allies. **"I can not only form my very own spider arms; I can also harden them to make them as tough as steel."** He said as he hardens his spider arms which a black coating. After moving around with his arms for a bit, he disperse his arms and lands back onto the ground. **"Not only that, I can also produce my own webbing, have my very own night vision like the Faunus, and I also have these stingers which can paralyze just about anyone."** He said as he brings out two, razor-sharp stingers that are located within his arms beneath his wrists. **"Pretty much, all my powers have been upgraded to who knows what limit, and this is just the start!"** He said as he retracts his stingers.

"Awesome!" Ruby said with excitement.

"And to think I thought he was a joke." Mercury quietly said to only Emerald and Cinder next to him.

"Y-Yeah…" Cinder said, in awe and shock that Spider-Man might very possibly have powers that surpass that of the maidens and the relics combined.

 **BGM- Dragon Ball Super OST- Orchestra of Justice (Goku Black's Theme)**

Just then, Spidey's upgraded Spider-Sense tingles, as he senses danger coming to them, and that danger is something very familiar. **"Everyone! Get back!"** He ordered them, as they all see the Shin Goblin King jumping from rooftop to rooftop before he lands a few feet from the Spider and his allies, while also holding onto the head of an Atlesian Knight-X's head before he crushes it. **"Hey Goblin! How was your little trip across the city? Did you take any pictures?"** Spider-Man taunted him, which only serves to anger him even more.

 ** _"_** ** _This is impossible! The moment you accepted your Other, you should've transformed into an uncontrollable beast that destroys everything in sight! Someone so weak and fragile as you shouldn't be able to contain and control that amount of power without sacrificing their humanity!"_** Goblin angrily said to Spider-Man.

 **"** **Sorry, Gobs, but didn't you get the memo when you used my DNA for your soda formula of yours! You can't have one without the other! Of course, I wouldn't expect you to understand, since you're an insane psychopath and all!"** Spider-Man told Osborn, who just lets out a monstrous roar at him, sending shockwaves towards his direction, but it doesn't faze Spidey one bit.

 ** _"_** ** _Just what ARE you?"_** Goblin angrily asked Spider-Man.

 **"** **I'm just your friendly neighborhood Spider-Man. Simply as that."** Spider-Man said while pointing to himself.

 **BGM Ends**

Goblin is now getting more irritated by the second, trying so hard to control his rage. **_"You really are an annoying one, aren't you!? You could've stayed inside that cocoon and accepted your fate! A deckhand going down with his ship! Foolish must be a virtue you barbarians all like to value so highly!"_** He said as he takes a few steps towards the Spider and the other heroes. **_"It's almost unbelievably you all would choose to face someone who wields the powers I possess!"_**

 **"** **What's unbelievable is how YOU can still be so arrogant!"** Spider-Man retorted at him.

 ** _"_** ** _WHAT?!"_** Goblin said while lowly growling at the Spider, before he then starts laughing for a bit. **_"Fine! Have it your way!"_** He said with a smile. **_"Even though you accepted your Other and I didn't get the results I wanted, I still said I will kill you when you did embrace it! I'm going to blast you into oblivion, until there is nothing that remains left of you."_**

 **"** **You sure about that?"** Spider-Man asked from BEHIND Goblin while crossing his arms, which surprises both the Goblin and the audience that are watching from their Scrolls on how he got behind him so fast.

 ** _"_** ** _WHAT THE…?! You were never this fast?!"_** Goblin said, greatly confused.

Even Ruby and the others are both greatly confused on how Peter got behind Goblin so fast without them noticing. "How did Spider-Man get behind him? We were just looking at him this entire time." Weiss asked, just as confused as everyone else.

"I have no idea." Yang said.

 ** _"_** ** _I don't know how you got behind me without my noticing, but I assure you, it will not happen again."_** Goblin said to the Spider.

 **"** **We'll see about that, Gobs."** Spider-Man said, still with his arms crossed and his back turned to Goblin.

 **BGM- Dragon Ball Super OST- The Ultimate Tag Team**

 ** _"_** ** _Heh!"_** Goblin smiled as he charges up a fireball in his right hand, intending on firing it at Spider-Man. But knowing that his spider-sense might alert him to what he has planned, Goblin slightly moves his head to the back of himself, where he spots Ruby and the others. **_"Heads up!"_** Goblin shouted at them, as he was about to fire his fireball right at the other weakened heroes until he was suddenly kicked in the head by Spider-Man. The kick was so hard and powerful that it sends Goblin straight to the wall of a nearby building that's not covered with the force field Spidey created a while ago, to protect the city and its people from any harm. As Goblin shakes his head and intends on continuing the fight, he is webbed up to the wall by Peter's new organic webbing, which is strong enough to hold him to the wall. And to make sure he doesn't escape so easily, Spider-Man extends his right arm that manifests numerous venomous spines at Osborn's chest, holding him in place so he won't escape.

 **"** **Too easy!"** Spidey smirked under his mask.

Goblin painfully holds onto Spider-Man's arms with his gauntlets, intending to drain his radiation, but it doesn't seem to work for some reason. **_"I don't understand! Why aren't my gauntlets draining your-?!"_**

 **"** **Because my powers aren't just radiation-based anymore, if you have to know!"** Spider-Man informed him, as his powers are now a combination of both science and magic. **"Y'know, for a scientist, you should've done a lot more research if you didn't want to get stuck to a wall like this! How embarrassing!"** He taunted the Goblin, which only serves to anger him.

Goblin powers up his dark aura, to release himself from Spider-Man's grasp, as he then charges straight at the boy, but only to get kicked straight in the jaw by a lightning fast attack from Spider-Man, something that he nor anyone else saw him do, as Goblin is sent flying to the air before he could gain balance. The Goblin King sees Spider-Man chasing at him in the air with his jet boots, and as he gets closer, Goblin punches him straight in the face, only for him to realize it's not Spider-Man, but instead a clone made of thousands of tiny spiders that starts to crawl all over him. **_"Spider Clones?! When did-?!"_** Goblin stopped talking, as the spiders all over his body starts to electrocute him with electricity, causing him to scream in pain. Goblin surrounds himself with fire to burn the spiders from his body. **_"If that was a clone, where is the-?!"_**

 **"** **I'm here!"** The Goblin turns around to find Spider-Man behind his back, still with his arms crossed.

 ** _"_** ** _How did you do that? The clones?!"_** Goblin asked him.

 **"** **Something I just taught of. I can now create clones using spiders to fool you, and also using the Dust for some extra features."** Spidey explained to him. **"I like to thank my friend Blake for giving me the idea. Although I like to think my clones are much cooler."**

"Keep telling yourself that, Spidey!" Blake said from the ground below him with a smile on her face.

Goblin growls as he starts repeatedly attack Peter's back at blazing speeds, only to find all of his attacks are blocked by a web-like glyph, and with the use of Peter's spider-sense, is able to block all of his attacks flawlessly. **_"Glyphs?"_** Goblin said confused as he stops attacking Spider-Man.

"Spider-Man's able to create glyphs now? That's a shocker!" Weiss commentated.

As Spider-Man closes his eyes, still with his back turned and his arms crossed to Goblin, the madman decided to deliver one more punch, only for him to get kicked in the stomach by Spidey, bicycle kicking him up into the air, and then flies up to attack him with a powerful barrage of punches and kicks at a very rapid rate, almost to the point they seem invisible to the public eye. He then appears behind Osborn again, turning around to elbow the guy in their face and spin kick them away. Spidey then teleports above the Goblin and hook kicks him down into the ground, inflicting a massive amount of damage. It's thanks to Peter's new Other powers, along with his Way of the Spider training, is the reason why he is dealing an impressive amount of power and skill with such speeds.

"Whoa…" Neptune said in awe, as Goblin rises up from the rubble and flies back up into the skies, where he creates three of his own clones, with all four of them charging up an energy blast.

Spider-Man smirks under his mask and powers up his blue aura, as he charges straight at the Goblins at full speed. "Spider-Man! What are you doing!?" Professor Port asked the hero, worried that he might get hurt.

"Get out of range! Now!" Glynda shouted at him from the ground.

 **"** **Hmph."** Spidey said, as he continues to charge at the Goblins, who are seen laughing as they fire their unison energy blasts at the charging Spider-Man, causing an explosion.

As the Goblin and his clones laugh as they seem to have destroyed the Bug, they are surprised to see Spider-Man still charging at them, unharmed and with a loud battle cry echo. **_"Impossible!"_** One of the Goblins said before they punched away by Spider-Man, destroying him completely. Spider-Man does the same to the other two Goblin clones before he rushes towards the real Goblin and punches him directly in the face, then punches and kicks his opponent rapidly, finishing his combos with a kick to the stomach. He kicks Goblin down to the ground of the pavilion, where Spider-Man teleports right below him before he could land, charging up an energy wave in his hand and fires it at his opponent's stomach, resulting in a colossal amount of damage, sending the Goblin flying up into the air.

"A-Amazing." Cinder admitted as she watches the battle in awe.

Spider-Man looks up high into the sky where Goblin is currently hovering at, as he sees him panting. Spidey then uses his enhanced and insane speed to fly up at the Goblin, delivering a series of strikes to his immortal foe, forming a blue and yellow ball of energy thanks to his speed, which creates a massive explosion, dealing great damage in the process as the Spider lands back down to the ground, with Goblin crashing down to the ground near him.

 **BGM Ends**

"YEAH! GO SPIDEY!" Ruby cheered for him, as she and the other students of Beacon starting cheering him on as well, along with the people of Vale who are watching the fight from their Scrolls.

"He's a lot stronger than I thought. We may have a chance." Professor Port said.

"I hope you're right." Glynda said to herself.

Spider-Man has his back turned to Osborn, who is currently lying down on the ground motionless. **"Get up, Osborn! You're not fooling anyone! I know you could've easily dodged some of my attacks earlier, meaning that you're still holding back a lot of power!"** Spidey said to him without turning around.

Goblin slowly gets up from the ground, looking relatively unharmed as he turns around to face Spider-Man's back with a smile. Goblin chuckles, **_"I was just testing your strength, that's all. I wanted to see just how strong you have gotten. And I must say, you have exceeded my expectations, Spider. Who would've thought a kid like you could hold incredible amounts of power?"_** Goblin asked him.

 **"** **It's probably because I drink milk. I hear that stuffs good for you."** Spider-Man said to him, referencing what Ruby said when the two of them met before the Beacon Initiation.

 ** _"_** ** _You've gained a lot of power, but I see your jokes haven't improved at all."_** Goblin said while crossing his arms. **_"I think it's time that I start getting serious. This warm up has already overstayed its welcome."_**

 **"** **This was a warm up?"** Spider-Man asked him. As he turns around, his spider-sense tingles as Goblin shoots out a dark and powerful energy ball right at Peter, with the boy barely catching it with his hands as it starts to push him back to a nearby building. Spider-Man struggles to deflect the blast, as it is much stronger than Goblin's other attacks. He then powers up his aura before he kicks the energy ball straight high into the clouds above before it exploded. Spidey crouches down on the ground, panting for a bit.

"Spidey! You okay!?" Ruby asked him from afar.

 **"** **Yeah! I'm just peachy!"** Spider-Man replied as he stands back up. **"That blast definitely had way more energy than any of his others! He's not kidding this time when it comes to getting serious!"** He told his friends and allies.

"You can still beat him, right?" Jaune asked him.

 **"** **Don't know! He's still hiding a lot of power! But you can also say the same thing about me as well!"** Spidey smirked under his mask as he starts walking towards the crossed arm Goblin. **"Hey, Stormin' Norman! How about we take this fight away from the city? Hey, tall, dark, and ugly?"** Spidey asked him.

Goblin smirked. **_"Fine! It would be really disappointing to fight you when you are constantly worrying about the lives of these worthless beings! But they can still watch your demise through their Scrolls or whatever! I don't want them to miss a single moment of how you die!"_**

 **"** **Heh! Fine by me!"** Spidey said, as he and Goblin starts ascending to the air.

"Should we help him?" Ruby asked her friends.

"I don't think we'll be able to keep up with the level that they are at right now." Yang told her sister before smiling. "But, that doesn't mean we can't cheer him on." She said to her, with Ruby happily nodding in agreement.

"KICK HIS BUTT, SPIDEY!" Ruby shouted words of encouragement to him.

"DON'T HOLD BACK!" Blake shouted to him.

"SHOW HIM NO MERCY!" Nora shouted to him.

"WE'RE ROOTING FOR YOU!" Pyrrha also shouted to him.

All of his other allies also sprout words of encouragement to him, except for Cinder and her group. Spider-Man nods and gives them a thumbs up before turning his attention over to Goblin. **"Come on! I know the best place to kick your goblin butt!"** He told the Goblin.

 ** _"_** ** _Then, by all means, lead the way!"_** Goblin told him. Spidey starts flying away from the city of Vale at top speeds, with Goblin smiling to himself before he vanishes from sight.

"Good luck." Ruby said to herself as she sees her friends/brother leave off to fight against a terrifying and strong opponent.

* * *

 **Unnamed Forest**

Spider Style Spider-Man flies far from the city of Vale and lands in the middle of an unnamed, but familiar forest area. **"This place looks familiar."** Peter said to himself. He looks around his area to see a familiar battle ground. **"This is the same place where I first arrived here in Remnant. Man, time flies when you're stuck in another dimension."** He said before his spider-sense alerts of him danger.

 ** _"_** ** _So, this is where you want your tombstone to be placed at?"_** Goblin asked the Spider as he appears in flames right in front of him with a grin. **_"It's honestly a bit dull, don't you agree?"_**

 **"** **Well, I was hoping to find a nice flower patch to fight at, but knowing a hothead like you, you probably would've gotten impatient before I found one."** Spider-Man joked to him.

Everyone from all four kingdoms are all watching the two warriors exchange words to each other from their Scrolls, eagerly waiting on how the battle will unfold with no people to worry about. **_"Hmhmhmhmhmhm!"_** Goblin laughed. **_"I can't WAIT to show you and this world pain! Once I've destroyed you, I will have also destroyed this so called 'Hope' that the people somehow see in you. I'll never understand what the people of this world, or on Earth, see in such a little boy like you."_**

Spider-Man smirked underneath his mask. **"You really think it'll be that easy?"**

 ** _"_** ** _Hmmm?"_** Goblin muttered to him, curious on what he meant by that.

 **"** **Whether or not you kill me, doesn't me that hope will also disappear like that. As long as people don't ever give up, there will always be hope."** Spider-Man said to him, with everyone else from their Scrolls and TVs listening in as well. **"I remember how back on Earth, about half of New York hates me even when I'm just doing good. People like Jameson likes to call me a pest. A menace to society. But I never let that get to me, no matter how many people likes to say it to my face. Want to know why? It's because I still have a duty to help out everyone that I come across. I don't do it for the fame, or for the glory. I do it because it's the right thing to do."**

 ** _"_** ** _Even then, could you TRULY protect the people of this world who are so WEAK and ill-experienced?"_** Goblin asked him. ** _"They have never FACED someone like Thanos with the Infinity Gauntlet, or Doctor Doom, or even the World Eater, Galactus. These people are doomed unless they evolve and become my disciples. They have no other choice. You and everyone else in the multiverse needs to know that you can't fight against it. Against ME. It's the only way if we want to truly achieve peace."_**

 **BGM- Dragon Ball Z Kai OST- The Braveheart's Triumphant Return**

 **"** **Your definition of** ** _peace_** **is just everyone delivering you a hot-fudge sundae while you just stick in your chair, with nothing else better to do but look at your fingernails."** Spidey said to him, causing the monster to silently growl to him. **"I'll make sure that NO ONE will become your slave, Osborn! I promise them, and the people of Earth that!"** Spidey said to him, which gains the interest and curiosity of Osborn. **"It's true that the people of Remnant never fought a guy like Thanos, Dr. Doom, or even someone like Doc Ock. But that doesn't mean they won't be ready. As long as they don't ever give up and let fear take over them, they'll never lose, just like I won't now. For the people of this world, and on Earth, I don't plan on giving up! I don't care if you have the powers of a God! I don't care if you are immortal! And I don't care if you're hair ever comes into fashion! I'll push past everything you throw at me, no matter what! And I'll continue to push past my limits until I see you're beaten!"** Spider-Man finished his speech. A speech so powerful and full of emotion that it hit the hearts and soul of just about every citizen in the planet, both humans and faunus alike.

* * *

 **Vale**

Ruby and the others listened to Spider-Man's speech from their Scrolls, as that speech also hit their hearts and souls, inspiring them to never give up. "He really is the world's greatest hero." Ruby silently said to herself before smiling. "YEAH! KICK HIS BUTT, SPIDER-MAN!" She shouted into the air with a fist bump.

"SHOW HIM WHOSE BOSS!" Weiss also joined her with a fist bump.

"DON'T EVER GIVE UP!" Blake joined in with her other friends.

"TAKE HIM DOWN!" Yang shouted.

"SPIDEY! SPIDEY!" Everyone in Vale starts cheering on Spidey's name, as their hearts are now filled with hope.

* * *

 **Unnamed Forest**

Both Spider-Man and Goblin are able to hear the cheers of just about everyone in the world, rooting for Spider-Man to succeed. **_"Your fan club have become just as talkative as you!"_** Goblin said to Spider, annoyed by their constant cheering.

 **"** **Well, it is one of my most charming personalities!"** Spidey retorted.

 **BGM Ends**

Goblin starts laughing to himself as he slowly starts powering up his dark red and sinister green aura. **_"Hehehe! Alright! I guess the only way to shut them up is if I squash their savior like the bug that he is!"_** He said, as he powers up is aura, which starts to blow away most of the trees close to them but it doesn't seem to faze Spidey one bit.

 **BGM-Dragon Ball Super OST- No More**

 **"** **You might find that a lot harder to do, Gobby!"** Spidey said to him, as he too slowly starts to power up his blue aura. **"Now, come on, Mr. God! I'm through listening to your babbling! Hurry up and try to squash me!"** He taunted Goblin by waving his hand in the air, giving the motion to "Bring it on" as he powers up his own aura to a large degree, which then starts to clash with Goblin's own aura.

Goblin starts laughing hysterically. **_"Okay, then! Let's test out the utter limits of your power, Spider!"_** He said, as the two disappear in a flash, and before long, collide with each other in an arm lock, with both fighters staring down at each other's eyes. The two then disappear again, as they start to fight all over the kingdom at a speed that the livestream from everyone's Scroll couldn't keep up with. As the two clash and clash all over the kingdom, they also destroy countless amount of Goblin Grimm in the kingdom from each clash as they fight.

* * *

 **Vale**

Despite the battle not taking place within the city, everyone is still able to feel the immense pressure from the two fighters as they continue to fight across the kingdom.

"Wow! What amazing power!" Ruby said as she tries to watch the fight from her Scroll, but couldn't because they are moving at a speed that Ruby could ever dream of.

"Those two are definitely in a league of their own!" Pyrrha said to her. "And to think I wanted to fight Spidey at his best!" She said with a smile, since she already knows that Peter is Spider-Man when she and the rest of Team JNPR found out a few weeks ago, and recalls how she wanted to fight Peter when he fully unlocked his aura.

* * *

Back with the two fighters from another dimension, Spidey managed to kick Goblin straight up in the jaw, knocking him up high in the air. As Goblin regains balance, trying to figure out where Spider-Man is currently at, he is then tugged on his horns by the wall-crawler. **"What's wrong? Is this all the power a god has? Loki's a better God than you!"** He told Osborn from his head.

 ** _"_** ** _You…DARE…!"_** Goblin said as his eyes flare up in rage from that comparison to Loki.

 **"** **Uh-oh!"** Spidey quietly said to himself, as Shin Goblin covers himself in fire bubble and releases a massive supernova that could be seen from the nearby cities, blowing Spider-Man away to a forest in the kingdom.

 _"_ _You probably shouldn't have said that!"_ Yang said to him through his armor's communication system.

 **"** **Just wanted to see if he was trying!"** Spidey said as he dodges rapid fire punches from the angry Goblin before flying away from one of his massive fireballs. **"Sheesh! I wonder if Cinder becomes this ugly when she gets angry!"** He asked himself.

 _"_ _I heard that!"_ Cinder said through Yang's Scroll.

 **"** **Great! So, can you answer the question?"** Spider-Man asked her while clashing punches with Osborn.

 _"_ _Shut up! Are you trying to annoy me?"_ Cinder asked him.

 **"** **Maybe!"** Spidey nonchalantly replied to her as he kicks Goblin in the face.

 _"_ _I REALLY hate you!"_ Cinder said to him in anger.

 **"** **And I love you too! You should probably get yourself a boyfriend! I hear it helps relieves stress for hotheads with bad haircuts!"** Spidey suggested to her, only to hear Cinder angrily growl and drop the call.

Before Spidey could do anything, Goblin punches him square in the face, sending him flying through the air before he makes an immediate stop. Goblin then teleports right in front of Spidey, as the two collide fists with their auras. Their power collided are so strong that the ground below them starts to shake and levitate right around them. After a few seconds, the two fighters stop colliding fists and intensely stare at one another. **"I'm taking you DOWN!"** Spider-Man declared, surrounding himself in an electric, blue aura bubble.

 ** _"_** ** _EHEHEHEHEHEHEHE! Spider! I will put you out of your misery RIGHT NOW!"_** Goblin declared, surrounding himself in a dark, sinister, red and green aura bubble.

The two immediately start clashing with their aura bubbles all across the shaking skies. One of their clashes even creates a shape that similar to a DNA strand but explodes a few seconds later. Goblin attacks Spider-Man with a fire fist, but Spidey blocks it with one of his hardened spider arms before deflecting Goblin near the ocean with a kick. He then creates a couple of web spiked glyphs that are shaped like wheels and throws them at Goblin, damaging him. Spidey teleports behind Goblin and charges up a new attack. **"TAKE THIS! SHIN HADOKEN!"** Spidey shouted, firing a large, blue energy beam right at Goblin, who managed to block it with his arms but it still pushes him back across the air.

 **BGM Ends**

Goblin looks injured, but still remains his composure. The same thing can be said for Spider-Man, as the two fighters have sustained damage during the fight, but still looks like they are ready to continue. **_"Hehe! Not bad, Spider! Not bad at all! But…I do wonder how you can handle THIS!"_** He said with a big grin on his face, as he uses his powers to summon HUNDREDS of giant, Goblin Nevermores high up in the sky, all staring down at Spidey as if he's food.

* * *

 **Vale**

The people of Vale all seem nervous for Spidey, as he is up against a giant army of Goblin Grimm. "This isn't good!" Sun said as he watches the livestream of the battle.

"Don't worry! Spidey's got this!" Blake said to him before she turns back to her own Scroll to see that Spider-Man doesn't look even remotely worried. "See? He's not scared at all. He knows what he's doing." She said to him and everyone else in the area that seem worried for Spidey.

* * *

 **BGM- Dragon Ball Z Kai- The Braveheart Challenges the Strong**

 **"** **Heh! If you really think an army of Vultures could beat me, then you're a lot crazier than I give you credit for, Gobby!"** Spider-Man taunted Goblin and his Nevermore army.

 ** _"_** ** _Oh, by all means, prove me wrong!"_** Goblin said to the hero while crossing his arms and hovering in the air.

 **"** **Gladly!"** Spider-Man tells him, as he manifests his four aura-powered spider arms, along with retracting short talons on the tips of his fingers, courtesy of his Other powers. Spidey then uses his insane speed to easily cut through a hundred of the Goblin Nevermores in just a few seconds before they could attack. More Nevermores tries to attack Peter, but his enhanced reflexes help him dodge even the tiniest of attacks coming from them and their feathers. He fires a couple of web balls at a couple of Nevermores before webbing up one of them and throws them right at a few more. **"I think it's time I end this!"** Spidey declared, flying away from the massive Nevermore crowd and raises his left hand in the air, along with his four spider arms, summoning a giant, web glyph with the shape of a giant, spinning shuriken on top of him. **"Alright, birdies! Here comes your lunch: a full course meal of my Web Shuriken! Bon appetite!"** Spidey said, as he throws the giant shuriken right at the massive army of Goblin Nevermores. As the attack flies right in the center of the army, it detonates, producing a vortex of wind in the immediate area, creating countless microscopic wind blades that completely destroy the Nevermores, all the way to their cells.

 ** _"_** ** _He wiped out my entire Grimm army with a single attack?!"_** Goblin asked, both shocked and intrigued. He then hears someone yelling above him, and as he looks up, he is met with a strong kick to the face by Spider-Man, sending him flying down to the ocean below, causing a huge splash upon impact.

 **"** **Ahahaha! See that, Remnant! Am I awesome, or am I awesome?"** Spider-Man asked the people watching the battle from their Scrolls as he fist bumps the air.

 **BGM Ends**

* * *

 **Vale**

The people of Vale cheer loudly as they just witnessed Spider-Man wipe out an army of Nevermores and send Goblin down to the depths of the ocean.

"Ohoho! This battle is more exciting than any Vytal Festival in the past!" Professor Port said after watching that amazing display from Spider-Man.

"Spider-Man was able to wipe out hundreds of Grimm without even trying." Velvet said.

"Even I'll admit, that's really impressive!" Emerald admitted.

"Same here!" Mercury agreed with her.

"You see? Spider-Man's the best!" Ruby happily said before returning back to the livestream.

* * *

 **"** **Yo, Goblin! Paging Mr. Green Goblin! You still alive down there?"** Spider-Man asked as he hovers over the part of the ocean where Goblin splashed down to. **"I mean, of course you're still alive! You ARE immortal! Can we continue this dance? How about we do the waltz this time!?"** Spidey asked but receives no answer. His spider-sense does tingle him to some danger as the water below starts to bubble, and a moment later, a huge water dragon burst out of the ocean, as it tries to eat Spider-Man. **"Woah!"** Spidey said, narrowly dodging the water dragon's mouth. **"Okay! I take it you don't want to do the waltz then! Alright! Fine by me!"** He said, as he hears laughter coming from the ocean, as the Green Goblin rises up in his aura bubble, staring Spider-Man at his multiple eyes with a smile. Goblin uses his immense power to summon multiple dragons, each taking an element of each Dust he injected himself with his Dust Formula months ago: An Earth Dragon, A Lightning Dragon, A Fire Dragon, and a purple dragon with the powers of gravity. All five dragons, including the Water Dragon, all stare down at Peter, who just nerviously laughs to himself. **"I'm in trouble, am I?"** He asked the Goblin.

 ** _"_** ** _Very."_** Goblin replied with a smile, as he sends out his dragons to attack Spider-Man, with Spider-Man able to dodge all of their attacks, which includes summoning more dragons and shooting energy blast at him.

 **BGM- Dragon Ball Super OST- An Antagonistic Battle**

 **"** **Y'know! I've already had my fill of fighting dragons this morning! So, let's ends this now! Shall we?"** Spidey said as he stops flying and hovers in the air as the dragons are still coming right at him. Spidey surrounds himself with his aura bubble, and combined with his web glyph dome and repulsor energy, he releases the bubble, destroying all the dragons that were coming for his head. **"Phew, that was easy! I wonder what else will try to kill me!"** Spidey said as he wipes his hands.

 **BGM Ends**

 _"_ _Uh, Spidey?"_ Weiss asked him through his communicator.

 **"** **Yeah, Weiss?"** Spidey asked her.

 _"_ _Look behind you?"_ She asked him.

 **BGM- Dragon Ball Super OST- Golden Frieza's Theme**

 **"** **You don't have to tell me, twice. My spider sense has been telling me that something is-Oh my god."** He said as he turned around, only to see an enormous boulder of the shape of a satellite, or in other words, a small moon created by the Goblin while Peter was busy dealing with the elemental dragons.

 ** _"_** ** _Any last words, Spider-Man?"_** Goblin asked him while holding up his Planetary Devastation boulder attack.

 **"** **Homina, homina, homina comes to mind."** Spider-Man said as he is completely nervous on how to take down that giant boulder.

 ** _"_** ** _Hmhmhmhmhmhm! Good! Now…GO FETCH!"_** Goblin shouted, as he throws the boulder, not at Spidey, but at the city of Vale.

 **"** **NOOOOO!"** Spider-Man shouted as he powers up his aura and flies right back to Vale at full speed. **"I have to destroy this thing before it reaches Vale!"** Spidey said to himself, as he gets ahead of the boulder and touches the front part of it, only to find that the surface is very hot. **"HOT! HOT! HOT!"** Spidey said in pain. He looks back to see that they are approaching Vale, with the people screaming in fear as they see it coming. **"Just got to ignore the pain! Just got to ignore the pain!"** Spidey said, as he touches the hot surface of the boulder, and using all his strength and extending his spider arms around the boulder, managed to catch it, stopping it from crashing into Vale. He uses his repulsors blasts to destroy the boulder, saving the city as he can hear their cheers.

 **BGM Ends**

 ** _"_** ** _TOO LATE, SPIDER!"_** Goblin said, as the mad monster teleports in the air above Ruby and the others, as he is about to fire a gigantic flame breath right on them.

 **"** **I'm not going to make it!"** Spidey said as Goblin is about to fire at them.

 _'_ _Parker! Give me a try!'_ A familiar voice says to him in his mind.

 **"** **Go for it!"** Spider-Man said to the voice.

Goblin fires his flame breath right on top of Spider-Man's weakened friends, spewing fire all over them. Goblin stops spewing fire as he observes the destruction of the pavilion, and laughs, thinking that he killed Spider-Man's friends from that attack. **_"HA! You lose, Spider-Man!"_** Goblin said before he continues laughing. Suddenly, a gust of wind disperses the fire that surrounded the pavilion, catching Osborn off guard. **_"Huh?"_**

 **BGM- Dragon Ball Kai 2014 OST- Super Saiyan 3**

Ruby and the others slowly open their eyes as they are still alive and well. "What…happened…" She asked as she looks around themselves to see that they are protected by a blue barrier, but not just any barrier, but a giant, blue translucent version of the Man-Spider that Peter fought back at the temple of the Great Weaver.

"Are we inside the body…of a Man-Spider?" Weiss asked everyone.

"Yep!" Yang answers her question.

They see Spider-Man flying through the Man-Spider he summoned and meets up with his friends. **"Hey guys. What's going on? Having a party or something inside my Man-Spider?"** Peter asked them.

"Spider-Man. YOU summoned the Man-Spider here?" Glynda asked him.

 **"** **Yup! Cool, right?"** Spider-Man answered her.

"This is really weird." Emerald said while standing inside the translucent blue Man-Spider.

"You can't do this with your powers, can you Cinder?" Mercury asked her, only to receive an annoyed growl from her. "Guess not."

 ** _"_** ** _Parker was able to summon his Man-Spider separately from himself? Impressive."_** Goblin said to himself while hovering in the air.

 **"** **Thanks Ero for the assist!"** Spidey waved to his Other.

 ** _"_** ** _No problem!"_** Ero replied to him.

"You called it Ero?" Ren asked him with a confused look on his face.

 **"** **Yup, because calling him the Other all the time gets really stale after a while."** Peter replied to him before turning his attention back to Ero. **"Hey Ero! Think you can shoot down Goblin from the air?"** He asked him.

 ** _"_** ** _Of course!"_** Ero replied, shooting out massive web shaped energy balls right at Goblin.

 ** _"_** ** _Huh?!"_** Goblin said, dodging each energy ball that's coming right at him, only for one to hit him, knocking him off balance in the air for a bit.

 **BGM Ends**

 **BGM- Dragon Ball Super OST- Final Blows (Unofficial Name)**

 ** _"_** ** _Ready?"_** Ero asked his Other.

 **"** **You bet!"** Spider-Man said with a smile behind his mask. He then turns to his friends. **"Everyone. Get clear. Things might get a bit hectic."** He told them.

"How hectic?" Jaune asked him.

 **"** **VERY hectic."** Spidey told him.

"Okay. Hectic. Got it." Jaune replied as everyone takes clear from the area.

Spider-Man slowly ascends to the air until he's stand in front of Ero's Man-Spider head. Ero moves around Spider-Man, as it eyes starts to glow purple, while also surrounding himself with a purple aura. Then, Spider-Man summons an invisible construct of the Web of Life and Destiny behind him and then raises his right arm high up into the air, as he starts absorbing power from both his Other and the Great Web into his right gauntlet. **"Okay! That's enough! Alright, Goblin! Let me show you what I can really do!"** Peter said, as he starts powering up, as a blue silhouette of his Other is shown behind him. He then points his right arm right at Osborn, which now has the shape of the Man-Spider's head. Osborn hovers in the air, wondering what he should do next but couldn't think of anything, as he sees Spider-Man charging up a powerful and devastating attack into his Man-Spider head gauntlet. **"Here's the big one: Vanishing Web! Fire!"** He and his Other yelled out at the same time while firing a humongous yellow energy wave with swirls of purple energy right at the Goblin, who wasn't fast enough to dodge the attack in time, as it hits not only him, but the blast was so strong it destroyed a couple of mountains in its path. The blast can also be seen from space as well, signifying its power.

The big flash of light disappears as everyone looks up into the air to see Spider-Man panting heavily after using a lot of energy. He then slowly lands right down to the center of the pavilion where Ruby and the others catch up to check on him. "Spidey! You alright?" Ruby asked him as she kneels down next to him.

 **BGM Ends**

 **"** **I'm okay. Just a little tired. Kind of used a lot of energy in that attack."** Spidey replied to her question.

"That…was…AWESOME!" Nora said while raising her arms in the air.

"Oh man! That was some crazy attack!" Sun said to him, as he too is freaking out like Nora.

"And very dangerous!" Glynda told him. "But, in this case, no one was hurt from that blast. Isn't that right, Spider-Man?" She asked him as he stands up from the ground.

 **"** **Weeelll, everyone except for Goblin, anyways."** He replied. They all look up to the smoke cloud where Goblin was last seen before he got enveloped in the blast. As the dust clears, they see Goblin has lost half of his upper torso and grunting in pain.

Yang whistled. "HA! Serves him right!"

"Is it over?" Mercury asked.

They all stare at Goblin, who slowly proceeds to use his immortality to regrow back his upper torso, which shocks about everyone who was watching it. **"Does that answer your question?"** Spidey asked Mercury.

Goblin lowers his head, making them all think that he might have met his match, but instead they hear him laughing slowly before amps it up a bit with a hysterical laughter. **_"Impressive, Spider! You are actually giving me a run for my money! And because of that, you deserve a reward!"_**

 **"** **Is it a pony? With landing gear?"** Spider-Man happily asked him.

"What is your obsession with that?" Yang asked him, as this is like the second time he brought it up, with the first time during winter break.

 **"** **I'm just trying to keep a running gag going, you know."** Spider-Man replied, causing Yang to just sigh as she doesn't get it, even though she's a jokester herself.

 **BGM- Dragon Ball Super OST- Goku Black's Theme**

Goblin starts laughing again, raising up his left arm and immediately creates a huge, flaming energy sphere that resembles a Sun over the city. Spider-Man and the other heroes, including Ironwood and Ozpin from their respective areas watch in horror from how big and powerful that sphere is. Even the Masked Woman and Oni stop fighting each other as they can spot the giant, flaming sphere from their island.

"That is not a pony!" Ruby points out.

"YOU THINK?!" Weiss shouts at her leader.

Goblin laughs to himself from below his energy sphere. **_"Oh, I cannot wait to see how you get yourself out of this one, Spider! Otherwise, the kingdom's going to have a very big barbecue coming up in the next minute or two!"_** He said as he licks his lips in a creepy fashion.

"Uh, Spider-Man?" Blake nervously asked the hero, which gets his attention. "Just how powerful is that blast, exactly?" She asked him.

 **"** **Uhh, let's see. How should I explain this without you all freaking out?"** Spidey asked himself. **"Well, judging from my upgraded Spider-Sense, which is ringing like you wouldn't believe, I would say it has enough power to destroy the city…"** He said in a casual tone of voice.

"WHAT?!" The students of Beacon shouted out in shock, even Zwei as he barks loudly.

 **"** **And Beacon…"**

"WHAT?!" The professors of Beacon Academy shout out in shock.

 **"** **And most likely the entire kingdom!"**

"WHHAAAAATTTT?!" Everyone around him, including Cinder and her group this time, all shouted out in unison.

 **"** **Ugh…I knew you guys would still freak out, no matter what I say!"** Spidey said to them.

"DO SOMETHING!" Weiss yells at him.

 **"** **STOP YELLING AT ME!"** Spider-Man shouted back at her.

"This is no time to argue with each other! We need to think of a plan!" Glynda broke the two apart.

Spider-Man starts thinking to himself as he tries to think of a way to avoid total destruction. _"Hey Ero?"_ He telepathically talks to Ero with his mind, as Ero (in his monstrous Spider-Man form) appears besides him.

 _"_ _Yes, Parker?"_ Ero said.

 _"_ _Is it possible that I can combine my two auras? Use that power to counter Goblin's big death ball of doom?"_ Spidey asked his Other.

 _"_ _It's possible. But, because you didn't properly shed your skin for your evolution, your current body might not be able to control that amount of power. It could possibly kill you or leave you greatly exhausted."_ Ero informed him.

 _"_ _Well, as long as it doesn't kill me, I'll do it."_ Peter said before he snaps back into reality and meets his friends. **"Guys! I have good news and bad news!"** He informed everyone.

"Oh, I am not liking this." Mercury said to himself.

"What's the good news?" Ruby asked him.

 **"** **The good news is that I might have a plan to counter that Sun up there! It's a pretty dumb and drastic plan I have to add!"** Spidey told them.

"At this point! Any plan is good enough!" Oobleck said to him.

 **"** **I can combine both my Great Weaver Aura and my Other aura to give me a massive power boost that should hopefully stop that energy attack in the sky!"** Spider-Man informed them.

"You can do that?" Pyrrha asked him.

 **"** **Yes! I hope!"** Spidey replied.

"And what's the bad news?" Ruby asked him.

 **"** **I might die!"**

"WHAT?!" Everyone said in unison.

 **"** **Or faint, or close to death! I don't know what might happen!"** Spidey said.

"Spidey, no! That's too risky!" Blake warned him.

 **"** **Hey! Has my luck ever turn us wrong before?"** Spider-Man asked them, which immediately makes all of them incredibly nervous to the bone, as they are aware of how unlucky Spider-Man can be pretty much all the time.

"We're dead!" Cinder spoke up while face palming.

Goblin is seen still hovering in the air, as he is almost done charging up his attack as he continues laughing. **"Y'know! For someone who has my DNA, you sure are happy! I mean, come on, I'm Spider-Man! I'm never that happy!"** Spider-Man told him.

"Wow, that just got really depressing!" Yang said.

 **BGM Ends**

 **BGM-Dragon Ball Super OST- Judgement Day**

Spider Style Armored Spider-Man gets into stance. **"Oh, I hope this works!"** He shouted out loud. Spider-Man then charges and powers up both his Crimson Aura and Blue Aura, giving him a double-aura effect, with the crimson aura violently fluctuating and jagging outside his calm and gentle blue aura. Spider-Man grunts in pain as he holds onto his left arm. **"Yep! Bad idea! But I have no choice!"** He said as he starts charging up a Shin Hadoken, combined with his repulsor blast and his auras.

 ** _"_** ** _Struggle all you want! In the end, you still die!"_** Goblin told them as he throws the huge flame energy sphere right down to the city.

 **"** **Here goes nothing: Vanishing Shin Hadoken!"** Spider-Man shouted, shooting out a massive blue energy beam from his hands, colliding with the huge energy sphere, with neither one budging an inch, but it would seem that Goblin's blast is starting to get the edge, as Spidey can hear the monster laughing manically up top. **"I've got to do this…"** Spidey said to himself as he continues to struggle with Goblin's sphere, as the two attacks start to balance out again. **"I've got to do this…! Because if I don't…!"** He said to himself. As he hears Goblin laughing manically, Spidey closes his eyes uses his Spider-Sense to sense everyone in the city that are watching this beam struggle, all of them terrified and helpless. With new determination, Spider-Man opens his eyes, ready to finish this. **"WHO WILL?!"** He yelled out, as he pushes his beam to new heights with his unbreakable will power, completely overtaking Goblin's sphere, sending it back at the Goblin.

 ** _"_** ** _Incredible…!"_** Goblin said with a smile on his face, as he is hit with both his flame sphere and Spider-Man's Vanishing Shin Hadoken, completely overtaking him and his body.

 **BGM Ends**

* * *

 **Island far from Vale**

The Masked woman and Oni continue fighting until they stop again and hear a humungous explosion coming from the city of Vale. "What was that?" The woman asked as she looks at the giant smoke from above the city.

 ** _"_** ** _Hmmm…"_** Oni thinks to himself. **_"That little Spider must be giving the King a hard time. But, I'm sure the King is fine. YOU, however…"_** He turns around to find the Masked Woman is gone from sight. **_"Hmph! She escaped."_** Oni said, a little annoyed. He then gets a call from his ear piece. **_"Hmmm. Fine. Yes. We should go meet with the King now."_** Oni said to an unknown person through his earpiece as he hangs up and teleport away from the island.

* * *

 **Vale**

Back in the city, the skies are clear blue, as everyone in the kingdom somehow managed to survive that sun attack. "We're…we're alive?" Weiss asked as she checks her entire body to make sure she's still in one piece.

"Yes! We're okay!" Yang happily shouted as everyone in the kingdom is still alive and well.

 **"** **Speak for yourself…"** They all see Spider-Man lying flat on the ground, alive and breathing, but also very weak, as he is back to his normal armor form.

"Spidey!" Jaune said as everyone except for Cinder's group goes up to check on him.

"You okay, my boy?" Professor Port asked him.

 **"** **Is that a trick question…?"** Peter asked him.

"Yeah, he's okay." Blake said as she and Ren help him up to his feet.

"You did it, Spidey! We're still alive because of you!" Ruby said to him while Zwei barks happily.

"Good job!" Sun gives him a pat on the back, which actually hurt, causing Spidey to grunt in pain. "Sorry."

"Where's Goblin?" Glynda asked the hero.

 **"** **Eh…"** Spider-Man points his head to the front of them, where they all see Goblin's Adamantium demonic crown on the ground, but no sign of Goblin anywhere.

"Awesome! You completely annihilated him!" Jaune happily fist bump the air.

"We won!" Ruby shouted, as everyone in the city, and pretty much the entire world cheer for their victory and survival, everyone except for Spider-Man, who is not in the mood to celebrate, and it's not because that he had to kill the Goblin (when that didn't work out so well the last time), it's because his spider-sense is still tingling like crazy.

 _"_ _You sense it too, am I right?"_ Peter's other, Ero, asked him through telepathy.

 _"_ _Yeah. My spider-sense is still telling me that trouble is afoot, but from where?"_ Spidey asked.

 _"_ _Parker! Uses your lenses and continue to zoom in the sky until you see something!"_ Ero instructed him to do so.

 _"_ _Got it!"_ Spidey nodded as he uses his armor's lenses to zoom in the skies above, reaching microscopic levels, where he sees very tiny remnants of Goblin's DNA, as they slowly start to reform themselves. _"Oh, this is not good!"_ Peter said.

Ruby stops celebrating as she looks at Spider-Man, as she can tell that something is bothering him. "What's wrong, Spidey? Are you feeling okay?" She asked him.

 **"** **Look up."** He simply told her.

Ruby does what she was told, and her happy and innocent face slowly starts to look very worried and very scared. "Hey Ruby, what's wrong?" Yang asked her sister, but receives no answer. She then looks at the same direction that she and Spider-Man are currently staring at, and her face starts to match that of her sister's, with it filled with horror.

 **BGM-Dragon Ball Z Budokai Tenkaichi- Thrilling Theme**

Everyone stops what they were doing and looks up high into the sky, where they are all staring at the impossible. Slowly, but surely, they all see Goblin's body slowly regenerate from seemingly nothing, with his head growing back and he roars viciously to the sky, gaining everyone from the world's attention. He also regenerates his gauntlets and cape, as he then lands back down onto the ground in front of the heroes, slowly lifting his head to face them, showing his demonic smile and hysterical laugh to the frightened heroes.

"No…This…This is impossible…" Glynda said, totally frightened and almost speechless.

"He really is immortal…" Cinder said from behind her, as she too is very frightened that he's still alive.

"He took what was equivalent to the Sun…and lived. How are you supposed to beat someone like that?" Pyrrha asked, still shaken with fear and terror.

 ** _"_** ** _What's wrong, heroes? Oh, I'm sorry! Are you all SCARED at my return?"_** Goblin asked them as his eyes glow with flames as he smiles.

 **"** **No. We're scared that your regeneration didn't give you a proper bath. I can still smell your breath from all the way over here."** Spidey weakly joked, causing Goblin to laugh.

 ** _"_** ** _Same, old Spider! I told you all that I was immortal, didn't I? No matter what you do, I will never die!"_** Goblin said before chuckling a bit. **_"But, I will give you some credit! You actually forced me to use 70% of my power for the first! That is truly quite an accomplish!"_** He congratulated the Wall-Crawler.

 **"** **Great…Do I get my merit badge?"** Spider-Man asked him with a joke.

 ** _"_** ** _No! But since you provided me with so much fun this morning, I'll let you and this city live for another day! We have a lot of things to get ready for, little Spider."_** Goblin said to him as he turns his back to him.

 **"** **Yeah! Like what?"** Spider-Man asked him.

 ** _"_** ** _Really?! Haven't I told you before, Spider? Today was only a prelude to a much bigger picture! You haven't even BEGUN to see the full might of my Goblin Nation!"_** Goblin told him.

"Just spill it out, Osborn! What are you getting at?" Ruby demanded to know the answer from him.

 ** _"_** ** _A war…"_** Goblin said, as he turns around to face his enemies. **_"I DECLARE WAR ON YOU ALL! THE GOBLIN NATION VS. THE PEOPLE OF REMNANT AND OF EARTH! A WAR SO GREAT, THAT IT'LL MAKE YOUR PREVIOUS WARS AS PATHETIC AS A SCHOOL YARD FIGHT! AND IT'LL BE A WAR SO GREAT, THAT THE ENTIRE MULTIVESRE WILL SHAKE FROM THE UPCOMING BATTLES, BEFORE I TURN YOU ALL INTO MY VERY OWN GOBLINS! AND IT'LL BE A WAR NONE OF YOU WILL WIN!"_** Goblin declared to everyone that was watching his broadcast, sending chills through everyone's spines as he laughs out loud.

 **"** **Osborn…ARE YOU OUT OF YOUR MIND?!"** Spider-Man shouted at him, suddenly gaining his strength back from the adrenaline. **"You mean to tell me you plan on starting World War 3 and the Great War 2 at the same time?!"** He asked him.

 ** _"_** ** _Why not? It'll be a fun way to spend the last, few moments of your old life before you all transform in my own, goblin slaves! Just think of it as your last chance to save yourselves!"_** Goblin said to them with a grin.

 **"** **Not if I end this thing, right here, right now!"** Spidey said while charging up his repulsor blasts, but falls down to his knees, as he is still in pain from using a lot of energy not too long ago.

"Spidey!" Ruby checks on him to see if he's okay.

 ** _"_** ** _Don't make me regret not finishing you off, Spider, because I could've EASILY finished you off sooner. I just wanted to test your limits. See how strong you are now. And while you have certainly passed my expectations, you still have a lot to learn and master before you could ever hope to beat me."_** Goblin said to him.

Ruby looks at Goblin with anger in her eyes. "Goblin…!" She said as she takes out her scythe. Suddenly, Peter's spider-sense starts tingling like crazy.

 **BGM Ends**

 ** _"_** ** _Away…Little one!"_** A random voice warned her.

"Who said that?" Blake asked the mysterious voice.

"Wait! I…recognize that voice from somewhere." Yang said, as she recalls a voice similar to that.

 **BGM- Super Street Fight 4 OST- Theme of Oni**

Suddenly, a few blue lightning bolts hits the area around them, as a dark and blue figure suddenly appears out of nowhere, with his back faced against them, before turning around and opening his menacing eyes as he stands next to Goblin.

"Who in the…Who in the world is that?!" Jaune raised his voice, wanting to know the identity of this new challenger.

 ** _"_** ** _Ahhh, Oni! I was wondering when you were going to show up!"_** Goblin spoke to his top solider.

 ** _"_** ** _I'm sorry, my King, but a pest was getting in my way. Unfortunately, the pest escaped me before I could finish her off. Don't worry, though. She was completely no match for Oni."_** Oni answered to his King.

 _"_ _She?"_ Yang said in her mind, thinking that she might know who Oni is talking about.

 ** _"_** ** _Good, Oni. That's what I like to hear."_** Goblin said to him.

 **"** **That voice…It can't be…"** Spider-Man started talking as he stands up weakly on his two feet. **"Akuma?!"** He said, getting the attention of his friends and Oni.

"Who's Akuma?" Ruby asked him.

 **"** **Only like one of the strongest, demonic fighter that I know in existence! This guy likes to appear in my world whenever both mine and his Earth meet up, and the last time Galactus tried to eat both our worlds! He's incredibly strong! I could barely last a minute against this guy whenever I fought him!"** Spider-Man informed him.

 ** _"_** ** _I'm glad you remember our previous encounters, little bug."_** Oni said to him.

 **"** **Goblin! I can't believe you got someone as dangerous as Akuma on your side with your OZ Formula!"** Spider-Man told him.

 ** _"_** ** _Well, if Apocalypse can turn Akuma here into a cyborg, why can't I turn him into a goblin?"_** Goblin asked him.

"Uhhh…Who's Apocalypse?" Jaune asked, never hearing that name before.

 **"** **Just some mutant from my world who existed since ancient time and is very powerful. I don't suppose you Faunus don't have someone like that in this world, right?"** Spider-Man asked both Velvet and Blake.

"I REALLY hope we don't." Blake answered him.

 **BGM Ends**

 **BGM- Dragon Ball Xenoverse 2 OST - VS Villainous Form / Trailer Music**

 ** _"_** ** _But, Akuma here isn't the only one from another dimension under the power of the OZ Formula! Behold…"_** Goblin raises his hands into the air, as he summons three portals right on top of him, where three very familiar foes to Spider-Man, but now sporting green skin, land right next to Goblin. **_"My elite War Goblin Squad: The mutant that can control metal, Magneto! The lead robot of my robot army, Ultron-20_** (Design is based on his Annihilation: Conquest look, just without his cape) ** _. And the trickster God of Asgard, Loki! All under my control with the ISO-OZ Formula!"_**

"Oh, this is bad." Yang said, as she can tell that just one of these guys are bad news for all of them.

 **"** **I can't believe it! You have three of Earth's most dangerous villains under your command! Just how INANSE are you, Osborn?"** Spidey asked him.

"Ugh! Do you always have to repeat the same question, Spider-Man? I thought you were smarter than the average mortal." Loki said to Spider-Man.

 **"** **Nice to know you still retain your** ** _wonderful_** **personality, Loki! Was the trickster God having trouble taking over Asgard that he had to go to a** ** _mortal_** **to gain some help?"** Spider-Man mocked him, which irritated the God of Mischief.

"Quiet, mortal!" Loki threatened Spider-Man with his staff. "I'll make you and my brother Thor PAY for stopping me from taking over Asgard last time!"

 **"** **Are you still mad that I tricked you last time: The mortal that tricked the Trickster God?"** Spider-Man asked him, which gets on Loki's nerves.

"Oh my god, how is that possible?" Weiss asked him, wondering how in the world someone like Spider-Man tricked a God.

"You did tell me about this before? Back at Junior's Club months ago?" Yang asked him, remembering how Spider-Man once told her that he tricked a God at one point, which amazed her with such a feat.

"In any case, humanity and every living being in the multiverse will soon become united as goblins!" Magneto said as he levitates in the air with his magnetic powers.

 **"** **But I thought you wanted all mutants to reign supreme, Maggy? Same thing to you, bucket head!"** Spidey said to Ultron. **"I thought you wanted to exterminate mankind and replace them with robots since you thought that was the best solution!"**

 **"** **Yes, I did, Spider, but Goblin reprogrammed me to see that having everyone turning into goblins is a better solution! Besides, I still have my robot army with me thanks to the Goblin and his resources, so both sides still win!"** Ultron answered Spider-Man's question.

 **"** **Ugh. Where's the Avengers when you need them?"** Spider-Man asked himself as he hears Goblin laughing.

 ** _"_** ** _Playtime is over, Webhead! YOUR ENTIRE DIMENSION IS DOOMED! ALONG WITH THE REST OF THE MULTIVERSE!"_** Goblin declared as he grabs his crown from the ground and puts it back on his head. ** _"The Goblin Nation will make sure of that! EHEHEHEHEHEHAHAHAHA!"_** He laughed, which really starts to annoy the heroes and pretty much everyone else in Remnant who are currently watching the broadcast.

 **"** **Y'know! That laugh is really starting to get on my nerves!"** Spider-Man angrily said to Goblin.

 ** _"_** ** _What's wrong, Spider? I thought you wanted people to laugh at your jokes!"_** Goblin said as he continues to laugh.

 **"** **Oh, will you please just SHUT UP!"** Spider-Man shoots out a web line at Goblin's mouth, only for him to create a clone next to him.

 ** _"_** ** _That's Spidey! He can quip it out!"_** The Goblin clone started talking, as the real one burns off the webbing from its mouth. **_"BUT HE CAN'T TAKE IT! EHEHEHEHEHAHAHAHAH!"_** The two Goblins said together in unison, which really starts to anger Spidey.

 **BGM Ends**

 **BGM- Dragon Ball Xenoverse 2- Hit Trailer Music**

As Goblin disperse his clone, he creates a portal big enough for himself and his allies. Spider-Man, still weak from using a lot of his energy earlier but filled with rage, starts to pursue the villains, only for him to be hit by Oni's Gohadoken, knocking him back to his friends as Oni fires another Gohadoken at them, knocking them down to the ground. As his allies escape through the portal, Goblin sees Ironwood's ship about to approach him with his weapons armed and ready. He gladly charges up a fireball, intending to destroy the ship in one blow. **"No!"** Spider-Man said, as he quickly flies up into the air as Goblin fires the fireball right at the bridge of the ship, only for Spider-Man to take the full blast head on, crashing him through the window of the bridge, leaving himself and his armor badly damaged.

"Spider-Man!" Ironwood runs up to him as he sees that the armor retracts itself to reveal Spider-Man's red and blue costume underneath in case the user was badly hurt in battle.

 ** _"_** ** _Hmph."_** Goblin muttered to himself, sort of expecting Spider-Man to do a crazy thing like that. He then turns his head over to Ruby, with the two exchanging glares at each other, with Ruby's filled with anger while Goblin just smiles at her and chuckles for a bit. He then waves silently at her and the rest of the heroes before he jumps down to the portal before it closes completely, just as the virus he implanted in the CCT tower has been deleted thanks to JARVIS, disconnecting everyone from the live broadcast around the world, turning everything back to normal.

Back on the ship, Ironwood checks on Spider-Man's heart, as he can still hear his heart beating but slowly. "We need to get him to a hospital NOW! His body is in critical condition!" Ironwood ordered his troops as he carries Spidey's body with his arms. He then takes another good look at the boy that essentially saved his life. "Don't worry, Peter. I won't let you down." He quietly said to the unconscious boy.

 **BGM Ends**

* * *

 **Vale Hospital**

About an hour after the whole Goblin attack, the city is currently trying to get itself back to normal. Thanks to efforts of Spider-Man and the other Huntsmen and Huntresses, the city was didn't take a lot of damage, and no one was badly hurt, well except for Spider-Man, who is currently recovering in a Vale Hospital after taking a hit for Ironwood and his troops before falling unconscious. The rest of Team RWBYP, Team JNPR, Sun and Neptune, are currently sitting in the lobby of the hospital that Peter is staying at, as they are the only ones who knows Peter's true identity and are waiting patiently for any good news.

"Ruby?" Penny suddenly shows up, which catches the attention of her friend.

"Penny!" Ruby runs up to her friend with a hug.

"I heard what happened! Are you guys okay?" Penny asked her friend.

"We're fine, but we're not sure about Peter though." Ruby said with a frown.

"Yeah. I heard about that too. Will he be okay?" Penny asked her.

"That's why we're here to find out." Ruby told her. They turn around to see Glynda and General Ironwood walking over to the students. "Professor Goodwitch? General Ironwood? How's Peter doing?" She asked the two.

"Will he be okay?" Jaune asked them with concern.

"Don't worry, everyone. The doctor said he'll be fine. He just needs some rest for a while." Glynda assured them.

"That's a relief." Sun said.

"Interesting enough. By the time I got him to the hospital, his heart and most of his other wounds were completely healed." Ironwood said to them. "It's a miracle. Even for someone like him. To heal his wounds at an almost instantaneous rate is almost unheard of."

"It might have to do with Peter's Other also enhancing his healing factor at an accelerated rate." Weiss thinks to herself.

"Peter's Other?" Penny asked in confusion.

"Oops." Weiss said, as she doesn't know that Peter is Spider-Man yet.

"I'll tell you later, Penny." Ruby tells her, that she promised to tell her that Peter is Spider-Man.

"Anyways, for now all of you should head back to Beacon. Get some rest. As I believe we're going to need it for what's to come." Glynda said to them, which gets all the students thinking hard about their opponents.

* * *

 **Beacon Academy**

The rest of Team RWBYP, as well as Zwei, are seen sitting on the edge of Beacon's landing platform, overlooking the City of Vale from across the lake.

"Well then. A lot of things happened today." Yang started off a conversation.

"What? You mean the fact that a crazy madman from another dimension was crazy enough to declare WAR on two worlds?" Weiss asked her.

"Yep!" Yang replied.

"And the scary part is, I think Goblin was serious about it." Blake said, looking a little worried. "This is definitely a lot more dangerous than anything we ever thought would happen. The entire multiverse is at stake here, and we're virtually outmatched! We weren't trained to deal with such a big threat!"

Ruby stand up from her spot. "It doesn't matter. Right now, everyone is counting on us to stop Goblin and save our worlds from becoming his vacation homes." She said.

"But, how are you so sure we'll succeed?" Blake asked her.

"I think today showed us what happens when we all put our fears behind us and work as one. If we didn't, the city would've been completely destroyed, and I think we all know who to thank for making that very clear to us." Ruby said to them.

"Peter…" Blake said, as she and the other girls stand up from their spot, including Zwei.

"Remember, Peter believed in us that we can push through everything, no matter what the obstacle. As long as we don't give up and push past our limits, we'll never lose. And I think that message got through everyone else in the world too, as everyone seems pretty confident that no matter what happens, we'll always come out on top." Ruby said with a smile while Zwei bark happily to her. "Now then, let's go save our worlds! For Peter!" She said, putting her palm out to them.

 **BGM- Marvel vs. Capcom Infinite OST- Winner's Theme**

Weiss nods. "For Peter." She puts her palm over Ruby's.

"For Peter." Blake puts her palm over Weiss'.

"For Peter." Yang said before putting her palm over Blake's. Even Zwei puts his paw over their palms as he wants to join the action.

"As long as there's hope, we can change the future!" Ruby said as they all take out their hands from one another. "But first…Time for bed?" She asked them.

"Please." Yang said.

"Absolutely." Blake agreed with them.

"Yes." Weiss said.

"I'm going to sleep forever." Yang said, as they head back to Beacon to get some good deserved rest.

 **BGM Ends**

* * *

At Ozpin's tower, the headmaster is currently having a conversation with the Vale Government Council, but the headmaster is distracted as he stares aimlessly through his window.

 _"Ozpin?"_ One of the councilmen said but gets no response. _"Ozpin!_ "

Ozpin turns his chair towards his desk. "Yes, Councilman." He finally answered him, staring at a video feed of the councilmen, along with Ironwood's video feed in the corner.

 _"You've left us no choice! Thanks to this 'Green Goblin' declaring war on everyone in Remnant, the Vytal Festival tournament this year has to be CANCELLED, until we can get this mess sorted out and ensure the safety of the citizens."_ The councilman said to Ozpin, who just quietly sips from his cup. _"That is why we reached out to the Atlas Council and together have decided that the best action is to appoint General Ironwood as the head of our security to beat this new threat and save our world."_

 _"Thank you, Councilman. Our Kingdom is happy to lend as many troops as it takes to ensure that Norman Osborn and his Goblin Nation have been dealt with permanently."_ Ironwood said to the councilman.

 _"And we thank you, General. We also like to thank that Spider-Man kid for saving our kingdom from disaster. How is the young one doing, by the way?"_ The Councilman asked the General.

 _"Right now, Spider-Man is currently resting in a Vale hospital. With any luck, he'll be awake in the next week."_ Ironwood replied.

 _"Good. Despite him being the cause of this mess, I think it is important, now more than ever, that we need that boy's help if we ever want to win this war."_ The Councilman said.

"Will that be all?" Ozpin asked them.

 _"For now."_ The Councilman answered him. _"But, once this war is over, we are going to have a serious discussion about your position at Beacon Academy. General Ironwood's reports over the last few weeks have left us somewhat... concerned. I am sure you understand."_ He said as the video feed of the councilmen disappear, leaving only Ironwood's video feed alone with Ozpin. They silently stare at each other for a moment.

 _"This is the right move, Ozpin. I promise, I will keep our people safe, you have to trust me like you trust Peter. It's because of his actions is the reason why we are still alive, and I want to repay him back, by any means necessary."_ Ironwood said to Ozpin before hanging up the video call. Ozpin then turns his chair around to look at the large Atlesian Airship outside his window.

* * *

From his airship, Ironwood is seen looking towards Beacon and Ozpin's office through his window. "You brought this mess upon yourself." He said to himself as he walks toward a heavily guarded holding cell that holds the mighty Vector, leader of the U-Foes, who's powers are being restrained by special gauntlets that are restraining his telekinetic powers. "Leave us." Ironwood said as the two human guards start walking away, leaving the general to talk with the U-Foes' leader. "I've been informed that so far you've refused to co-operate with the authorities." He said to Vector.

"Because, just like I told the others, I have no idea about Norman Osborn being some sort of Goblin, nor did I know he would be crazy enough to wage war to the entire world. I have no idea where he is!" Vector told him.

"At least tell us where are the other White Fang bases are there in this world." Ironwood said to him.

"Why? You think I would betray my brethren like that?" Vector asked him until Ironwood slams his palm on the door.

"All your brethren have been turned into goblins by that madman! So, unless you yourself want to turn into more of a freak than you already are, tell me what I need to know." Ironwood demanded an answer from him.

"Hmph. You have the kid with the spider-sense. Go bother him and leave me out your mess." Vector replied to Ironwood, not fazed by the general's sudden outburst.

"Hm…Very well then." Ironwood said, as he walks away from him.

"Is that all, General? Aren't we going to continue this talk?" Vector asked him through his restraints.

"The council's given me custody over you and your U-Foes for as long as I see fit. So you can make yourself comfortable. I can be sure that you'll have plenty of time to talk." Ironwood said to him.

"Even if I did talk, do you really think you all have the CHANCE to defeat a God?" Vector asked him as his holding cell door closes.

"I certainly hope so. If not, then this is the end of us all. We're counting on you, Spider-Man." Ironwood said to himself before walking out of the room.

* * *

 **City of Vale**

Somehow, Cinder, Mercury, and Emerald were able to escape from custody when everyone was distracted by the Goblin before he and his goons disappeared in his portal. "Osborn…Spider-Man…Both freaks of nature." Cinder said to herself in anger as she and her team stand on top of a rooftop. "It's because of those two my plans have failed, especially Osborn. I'll make sure he PAYS for destroying my plans." She clenches her right fist with fire.

"Uh. Are you sure about that, Cinder?" Emerald asked her, thinking she might be going a bit over her head.

"Yeah, seriously." Mercury agreed with Emerald. "We barely managed to survive against Osborn. Even Spider-Man wasn't able to beat him when he gained the powers of a God. And the guy also has an entire army composed of infected White Fang soldiers, as well as robots, and even those four strong dudes from ANOTHER DIMENSION, which according to Spider-Man, are VERY POWERFUL on their own. How can us three go up and WIN against an army like that?" He asked her.

"You mean 'us four?'" A nearby Adam Taurus shows up next to them. "No matter what, Goblin is going to PAY for what he's done to the White Fang." He said to the two of them as Cinder walks right next to him.

"And we don't need Spider-Man or the other heroes to help us? I don't think I'll last another second with that guy. He drives me crazy." Cinder said. "So, you two, are with us, or against us?" She asked both Emerald and Mercury, who both look at each other before making a decision.

* * *

 **Beacon Academy**

At night at Beacon, Yang is walking in the Academy courtyard towards the mysterious swordswoman that saved her before, while also looking a little beat up from her fight against Oni.

"Who are you?" Yang asked her.

The mysterious swordswoman removes her mask, finally revealing herself to be Raven Branwen, the mother of Yang, and looking very similar to her daughter in terms of appearance like hair style and eye color. "Yang, we have a lot to talk about." She said to her daughter, whose eyes have turned red.

* * *

 **KFX here: Wow, this chapter was longer than even the last one. I'm impressed. Any who, that's the end of Volume 2 everybody. Starting with Volume 3, which is the final volume in this story (This story was originally going to have four volumes, but what I planned for Volume 4 was going to be more of an aftermath of the big Goblin War that's coming up soon, which also meant it was going to be very short, so I decided to add them for Volume 3) things are going to get a little more original with the story. No Vytal Festival. No Battle for Beacon (But there will be a battle much BIGGER than that since the multiverse is in danger and Goblin declared war on everyone). It's an original story. Now don't worry. I will still implement some story elements from both the original Volume 3 AND Volume 4, and whatever Volume 5 might add when that comes out next month in October. And because this will be a more original story, I'll take a short break from writing. Just a week or two to focus more on my school while also thinking of some story ideas for Volume 3. All I can say right now, is expect Volume 3 to be a little less RWBY, and A LOT more MARVEL. I'll leave it at that. So, tell me in the review section of your favorite part of this chapter. I like to thank all those that gave me some ideas for Peter's Other powers, which I still plan on expanding on later during the story. And also, tell me if this story sounds more interesting and engaging than the original RWBY show? Just wondering. See ya guys in like a week or so. I plan on also uploading the next opening and ending chapter soon. Bye for now.**


	57. Opening and Ending 3

_Opening 3_

 **BGM-Dragon Ball Super Opening 2- Limit Break X Survivor**

Opening starts with Spider-Man (in his Great Weaver Style Change) fighting against the Shin Goblin King in the central arena of the Amity Colosseum, the main location of the Vytal Festival, where the two fighters exchange lightning-fast blows to each other that shakes the entire colosseum before they both fire energy blast at one another. And then the title card appears:

 **Spider-Man: Battle for Remnant**

Behind the title card, both Earth and Remnant are seen behind it from space, and in front of the title card is a Prismatic Reactive ISO-8, before Spider-Man web yanks it into his hand, as he repeatedly throws it in the air, with his friends over at Team RWBYP (wearing their Season 4 costumes) standing in his right, and the Avengers (Iron Man in his Bleeding Edge Armor, Captain America in his Marvel NOW! Costume, Hulk, and Thor) standing in his left, with all of them holding an ISO-8 crystal in their hands before they all look straight forward with a smile on each of their faces.

On Earth, on top of the Empire State Building, Spider-Man standing on the very tip of it, marveling at his great city before putting on his mask. On Remnant, Ruby is standing on top of Beacon and looking out into the city while holding her scythe with a smile on her face. Then, in the center of the multiverse, in a black void, couple of images pop up: The Web of Life and Destiny, the four relics of Remnant, and silhouettes of the four Maidens, all suddenly eaten by the Green Goblin, who blends in with the dark void of space, and you can only see his glowing red eyes and big, evil grin.

The next scene shows Spider-Man, the Avengers (including Hawkeye and Black Widow), and Nick Fury standing in the right side of the screen, in front of a red background, looking all badass before the scene immediately shifts to Spider-Man swings from the Empire State Building. The next scene shows Team RWBYP, Team JNPR (who are also in their Season 4 costumes), Ozpin, Glynda, and General Ironwood standing on the left side of the screen, in front of a blue background while looking badass before the scene immediately shifts to Ruby jumping from the roof of Beacon and running into the city. The scene then shifts to Cinder and her group (which consists of Mercury, Emerald, and Adam Taurus) standing on the edge of a cliff, looking out afar, before Cinder opens her flaming and angry eyes.

The next scene consists of dark silhouettes, but glowing red eyes of the U-Foes (Remnant Versions), Hydro-Man, Zzzax, the Iron Patriot, Venom, Doc Ock, and CLASSIC Green Goblin? It then shifts to a quick flash of Goblin's Castle (which looks like a scarier version of the Oscorp Tower) before it shifts back to show off more characters with dark silhouettes and glowing red eyes: Winter Solider, Gamora, Rocket Raccoon, Nova, Captain Marvel (Carol Danvers), Ryu, Abomination, and Red Hulk, staring at the screen menacingly.

The next scene is shows Spider-Man and Ruby walking in front of their friends over at Beacon, Cinder and her group, while also walking alongside the Avengers, the Fantastic Four, the X-Men, and some other famous Marvel Heroes, all of them walking towards the screen, side by side, getting ready for the this 'Universal War.' The scene then shifts to showing off the signature moves of Spider-Man, Team RWBYP, and the Avengers, before it immediately shifts to a couple of scenes showing other characters: Nick Fury and James Ironwood standing side by side with their respective airships behind them, Madame Web and the Master Weaver together, Qrow and Winter together, Raven standing on top of a building at night, and with the scene ending with the big grin of the Goblin King, standing alongside Oni, Ultron, Magneto, and Loki, with all of them standing on one of MANY Hellcarriers floating high in the skies of both Earth AND Remnant.

The next scene shows Marvel's Greatest Heroes fighting against the massive Goblin Army in Manhattan before the scene shifts to the Huntsmen and Huntresses of Remnant fighting against the Goblin Army at Vale and all across the world. The scene shifts back to the battle at the Amity Colosseum, where Spider-Man was knocked back by the Goblin before Ruby and the others catch him. They all share a smile and a nod before the girls of Team RWBYP dash off before Spider-Man powers up to his Spider Style-Style Change and then dash off to catch up with them. The Shin Goblin King clashes with Ruby's scythe before immediately dodging Weiss' Glyphs, and then clashes with Blake's weapon before he collides fists with Yang and Spider-Man, with the force of their attacks breaking all the nearby windows and the invisible force field of the Colosseum. Spider-Man is seen powering up again, this time as an astral projection of his Other appears in front of him as he powers up with a ferocious and humongous black aura, shattering the ground. As the aura dims down, all you can see behind it is a dark silhouette of Spider-Man, with the only things that are visible are his six, red, sinister eyes, along with his two, blue eye lenses, signifying he's still in control but with a new form. The silhouette Spider-Man then dashes off to continue his battle against the Goblin, as the two fight in the air before they take their battle to space.

The last scene consists of Spider-Man and Ruby, each holding an ISO-8 in their hands, before they hop back with the heroes of both worlds, as the image of their two worlds are seen in the background.

 **BGM Ends**

* * *

 _Ending 3_

 **BGM- Dragon Ball Super Ending 9- Haruka (Far Away)**

Ending starts with a battle damaged Spider-Man, with parts of his costume ripped up (you can even see a bit of his hair on his head) standing up from the rubble in an unknown wasteland, where the sky is colored purple/dark, with building debris everywhere. The scene shifts to all the villains Spider-Man has faced during his time in Remnant (MACH-X, Hydro-Man, etc.), which also includes Salem, standing in front of a blazing blue flame, ending it off with the Goblin King and his elite War Goblin Squad standing right next to their leader on top of all the rubble, with the Goblin's eyes flaring up with fire.

The scene shifts to a single ISO-8 crystal, where it shows an image of Peter's Aunt May and Mary Jane Watson looking all happy, before the image changes and shows Weiss, Blake, and Yang, with smiles on their faces. The ISO-8 crystal then changes to Spider-Man's left eye, where he is holding onto his right arm as he is still in pain while also looking out to the sunrise. As he gets into battle position, he is met with Ruby standing right next to him. Spider-Man looks a bit surprised that she's with him, with Ruby responding with a smile. Spidey then smiles back from behind his mask as the two teens nod at each other and look out to the sunrise in their fighting stance.

The scene changes to the Avengers standing on the right side of this mountain cliff they're all standing on, looking out into the sunrise. It then shifts to the middle of the cliffside, where Nick Fury and James Ironwood are standing side by side with their arms crossed, joining the heroes by also looking out into the sunrise. The scene then shifts to the right side of the mountain cliff, where the rest of Team RWBYP, Team JNPR, Ozpin, Glynda, Qrow, and Winter staring out into the sunrise with a smile on their faces. The camera zooms out to show all the heroes on the same mountain cliff, staring into the distance as a brand new day arrives, ending it off with Spider-Man and Ruby jumping towards the screen in the air, looking like they're ready to fight.

 **BGM Ends**

* * *

 **KFX here: That's right, boys and girls, the Avengers and the rest of the Marvel Heroes are joining this 'Universal War.' In case some of you are wondering why won't Sonic and his friends from my previous story won't be involved in this battle, they are dealing with their own problems at the moment, unrelated to the main plot of this story. I'll go over what I mean later in the upcoming chapters, as they might have some cameo appearances. And also, I would also like to see some amazing fan art based off this story. You don't have to do it, it's just something I would like to see. And if I do get any fan art and it looks awesome, I'll change the cover art for this story with that particular fan art. There's no deadline for this, just send me a link to your art when you're done. Again, you don't have to do this unless you really want to, and if you do, I'll change the story cover with that art, ESPECIALLY if it looks cool. Volume 3 might be a long one, people. The relics and the Maidens are gonna play a role in this Volume, and expect total chaos by the end of this story. See ya.**


	58. Vol 3 Issue 1: The Universal War

_Vol 3 Issue 1: The Universal War_

 **Patch**

It's been a week since the Goblin Nation battle over at Vale. The Hunters and Atlesian Military, led by their hero Spider-Man, was able to successfully stop the Green Goblin from destroying the city thanks to Spider-Man accepting his Other powers, giving him the full powers of a Spider-God. Even though they won the battle, it didn't faze Osborn one bit, as he broadcast to the entire world that he declared war on all of them, both Remnant and Earth. Alongside the Goblin are his Elite War Goblins, Magneto, Loki, Ultron, and Akuma, who now goes by the name Oni. These villains from Earth were injected with the ISO-OZ Formula, making them even more formidable than before. Before he left, Goblin launched an attack at Ironwood's airship, only for Spider-Man to take the hit instead, leaving him wounded and at a hospital.

It's early morning over at Patch as a hooded Ruby Rose visits her mother's gravestone, which still has the claw mark that Goblin left for her during their winter break.

"Hey, mom." Ruby said to her mother's gravestone as she lowers her hood and smiles sadly downward. "Sorry I haven't come by in a while. Things have been... well, things have been, pretty busy. Oh, Dad's here, too! He's, uh, you know... Dad." She said with a shrug. "He's still teaching at Signal. But he told me that he's going to be on some mission soon. I think he misses adventuring with you. I miss you too." She looked forlornly and with a pause. "Haven't gotten kicked out of Beacon yet! So that's cool. I think being on a team with Yang helps. Keep her in line... That was a joke. She's actually a really great fighter! You can tell she's learned a lot from Dad! Oh, so are Weiss, Blake, and Peter. Oh! They're my teammates! Together, we form Team RWBYP! And yes, before you ask, that does cause a lot of confusion. And also, my friend, Peter, he's actually a real life superhero named Spider-Man from another dimension!" She said with a little excitement in her voice. "He's really amazing! He's been helping me with my homework, teaching me some new moves! He's like the big brother I've never had. He and Yang are also a couple now too, which is appropriate since they both like to make bad jokes all the time." She said with a smirk before giggling to herself. "Anyways, I made a bunch of new friends, and then I met some... let's just say, uh, odd teachers. Oh! We've also stopped some bad guys, too! I guess it's like they say: 'like mother, like daughter'! I still wonder why Ozpin let me into the school early. But uh, I guess he'll tell me one day. You know how he is. It's funny, the more I get to know him, the more he's starting to sound like Uncle Qrow."

From the distance, she hears a bark from her adorable, yet very powerful dog Zwei and her father, Taiyang Xiao Long. "Oh! Looks like Dad's back! I gotta go! He's dropping me off at Beacon so I can meet up with Peter, who's currently in the hospital now before he goes on his next mission. Things have been crazy here, mom. The reason why Peter is in the hospital is because a madman from his dimension, the Green Goblin, almost killed him…twice. Not only that, he also declared war on two worlds! How crazy is that? It's because of that is the reason why the Vytal Festival was cancelled this year. I don't know how we'll get through this one, but I'm sure with Peter on our side, we can't possibly lose this one. Not now, not ever." She said with optimism. "Wish me luck!" She puts on back her hood and starts walking away, but turns and delivers one final message to her mother. "It was good to talk." She finished before she jogs back to her family as a group of crows fly into the sun.

* * *

 **City of Vale, Hospital**

Peter Parker is currently sleeping in his hospital room, filled with get well balloons and cards from his friends over at Beacon, after almost self-sacrificing his life to save Ironwood and his ship from the Goblin. His costume, and the DNA Sampler that has Goblin's DNA, is currently packed inside his Iron Spider Armor backpack, with that and his Webware device sitting on top of the table next to him. Then, his Webware starts to ring (with the ringtone being his MvC3 theme song) and then a screen hologram pops up, reminding him that his Uncle Ben's birthday is actually today in this world, despite already celebrating it two weeks ago back in his world, but, you know, time travel.

Peter slowly moves his head on his bed as he starts to open his eyes, checking his surroundings. "Room…spinning…" He said as he dizzily gets off his bed and stands up, but barely. "I can barely stand…Where am I…?" He asked as shakes his head and walks over to his Webware to turn off his alarm.

 _"_ _You're currently in a Vale Hospital, sir."_ His AI, JARVIS, told him from his device.

"Really?" Peter asked him as he puts on his wrist device.

 _"_ _Indeed. After your battle with the Green Goblin, General Ironwood hurriedly took you to the nearest hospital since you were in bad shape, but your new and enhanced healing powers brought you back to full health in mere minutes, but your body still needed rest, so you've been occupied here for a week."_ Jarvis explained to him.

"Wow. That's amazing. Spectacular even." Peter said, now back to his old self before he looks around his room again. "So, where's everyone else? Are they okay?" He asked himself.

Before he could get an answer, Peter senses someone coming towards his direction with his upgraded spider-sense, and with that he can tell if they are friendly or not. Luckily, they are friendly, as four familiar friends open the door to see their savior wide awake. "PETER!" Ruby said as she dashes over to the boy and hugs him.

"Hey, Ruby! How'd you been, little sis?" Peter asked as he slightly kneels down to meet her.

"I'm fine, big bro!" Ruby answered as the both of them chuckle.

"Can't the girlfriend get a hug from his boyfriend?" Yang asked him as she opens up her arms, wanting a hug from Peter.

"As long as you don't crush me for the 50th time." Peter said as they both hug each other. They both let go as he meets with Blake and Weiss. "Hey! How are the black and white duo doing?" He asked them.

Weiss smiled. "We're doing great."

"And it's all thanks to you." Blake told him.

"It is?" Peter asked with a confused look on his face,

"Don't you remember?" Ruby walks up to his side. "You saved the entire kingdom when you deflected Goblin's Sun Bomb attack! You were like 'Haaaaaah', and Goblin was like 'Ahhhhhhhh!'" She said while imitating both Peter and Goblin while also imitating their respective attacks, which made Peter chuckle at her antics.

"Because of that, everyone in the whole WORLD is calling you stuff like, the 'Hero of Vale' or the 'Hero of Remnant' even!" Yang informed him while also showing him a few news articles from her Scroll.

"Even though I'm the one who accidently brought trouble here in the first place?" Peter asked, feeling guilty that Remnant is in danger because of him.

"No one's blaming you for bringing the Goblin here." Weiss assured him. "The fact that ever since you came to this dimension and have been saving our necks MORE than makes up your mistakes. Heck, even my FATHER doesn't hate you for that, and that's saying something." She said.

"Well, I guess you're right." Peter said with a smile, which also causes Weiss to smile as well. "Anyways, what's going on? Wasn't the Vytal Festival starting today or something?" He asked them.

All four girls start to frown which confuses the hero. "You see, Peter." Blake spoke up which got his attention. "Ever since Goblin declared war on both our worlds, the Vytal Festival had to be cancelled this year. At least until this whole mess is dealt with." She informed him.

It was then Peter's turn to frown as he looks away from her. "I'm sorry. It's my fault that the tournament was cancelled. I know how much you girls were looking forward to this day for months. Just wished there was something I could do to make it up to you all." He said to them without looking at their faces.

"Aw, forget about it." Yang said while putting her hand on his left shoulder. "The fact we're still alive means we can enter the next tournament, assuming we all don't turn to goblins by then. Besides, something tells me our next few battles are gonna be way more exciting than the ones at the tournament." She says with a smile, which causes Peter to let out a smile as well.

"That, and when your friends with a guy with spider powers from another dimension, who also recently got the powers of a God, all of our fights would've been completely one-sided, and that wouldn't be fun now, will it?" Peter asked her.

"Yep." Yang shakes her head with the smile still present on her face.

"Anyways…" Ruby spoke up to get his attention. "We heard something ring in your room when we got here. What was it exactly?" She asked Peter.

"Oh, that. It was my Webware reminding me that today is my Uncle Ben's birthday." Peter told her.

"Really?!" Ruby asked all excited.

"Yup. Even though it was actually two weeks ago back on my world." He said.

"How come?" Weiss asked him.

"Two words: Time travel." Peter told her. "Not only my ISO-Watch transported me into this dimension, it also took me back in time by a few months as well. It's complicated." He said.

"I can imagine." Weiss said while tilting her head.

"Which also means that in two weeks, both our world's times will be equal, or something like that. Wow. This really is hard to explain." Blake said while scratching her head.

"Told ya time travel is complicated." Peter said.

"But who cares! This means you can celebrate your Uncle's birthday all over again in the same year!" Ruby said with a happy face.

"True, true. But let's worry about that later. I don't want my medical insurance here to spike up any more than it already has. Assuming I have medical insurance here." Peter said.

"Don't worry. The Atlesian Military will help pay for the bills as a token of thanks." Weiss informed him.

"Great, because I don't think I'll ever pay for the bills with the money I have." Peter said to her.

* * *

After walking out of his room and talking to his doctor, Peter, wearing his Iron Spider Backpack, and his friends walk out of the hospital and into the city as they make their journey back to Beacon.

"Glad to be out of that place. It was starting to smell like old people there." Peter said as they walk on the crosswalk.

"Yeah, I know." Ruby said with a smile.

As they continue to walk back to the academy, someone very familiar walks up from behind Peter. "Hey, Pete, how'd you-?" The person with a familiar, male voice was about to put his hand on Peter's right shoulder, only for Peter's eyes to change into his majestic blue eyes with the slitted black pupils and immediately blitz and trip the person behind him at blinding speeds, where not even his friends were able to notice him do it.

"Huh? Jaune?!" Peter said as he surprised to see his friend after a week. He then notices the rest of Team JNPR walking up to the rest of them.

"Jaune, are you okay?" Pyrrha asked her leader.

"Yeah, I'm fine." Jaune replied as he rubs his head.

"I'm so sorry, Jaune! It was…it was completely on instinct." Peter said to him as he helps his friend up from the ground.

"We can tell from your eyes." Ren said as he stares at Peter's blue, yet godly looking eyes.

"Wow. I've never seen such beautiful eyes like that." Nora said in awe while staring at his eyes.

"Was that stunt related to your Spider-Sense?" Blake asked him from behind.

"Yeah! Usually it only goes off when there's danger. This time, though, the sudden movement alone made me think I was under attack, and my body just…reacted." Peter tried his best to explain his enhanced abilities to his friends.

"I guess your 'Other powers' have really boost your game, huh?" Pyrrha said with a smile. "If the Vytal Festival wasn't cancelled, you alone overtake the competition."

"You just got to love my natural talents." Peter said with a smile. "Anyways, why are you four here?" He asked Team JNPR.

"We were headed to the hospital to check up on you, but then we saw you and the other girls out in the city so we changed directions." Jaune informed him.

"Things have been really quiet since you were asleep, Pete." Pyrrha told him with a serious look on her face as she crosses her arms. "Goblin hasn't made a move since he declared war on us. People are starting to get worried what he might do, especially when he could just blow up the planet at any moment."

"If I know Goblin, his attacks will be random and unpredictable here on Remnant. That, or he might be back on Earth doing who knows what." Peter said.

"And the fact he has four, very strong villains from your dimension under his control, we're almost completely outmatched." Yang said to him.

"Yeah, definitely. This war is definitely bigger than any previous war from either of our dimensions." Peter said while thinking to himself.

"Like some sort of 'Universal War?'" Ruby asked him.

"Yeah. For now, let's go back to Beacon. Check up on what Ozpin and the others are doing. Hopefully we can think of some plan on how to deal with this mess." Peter said to his friends as they all continue heading back to Beacon Academy.

* * *

 **Beacon Academy, Ozpin's Tower**

At Ozpin's office, he, Glynda, General Ironwood, and even Madame Web are in the middle of a conversation about past events until Peter and his friends get out of the elevator to meet with the old people.

"Hey everyone. I see things have been quite boring here without my jokes to lighten up the mood." Peter said with a smile as he stops walking alongside his friends.

Ozpin smiles to see Peter back up and about. "Nice to see that you have recovered, Peter. How are you feeling?" He asked the boy.

"I feel like I need a vacation. Which probably won't happen for a long while with what's currently going on right now." Peter said while rubbing the back of his neck. He then turns to see Madame Web sitting in her weird chair of hers. "Hey Madame Web. Miss me?" He asked her.

Web smiles. "Of course I did. Especially when you will be important for this war." She said to him.

"Yeah, I kind of already guess that." Peter said to her until Ironwood walks up to him. "Sup, Ironwood. How'd you feeling?" He asked the General.

Ironwood smiles at the boy. "Fine, thanks to you. Peter, on the behalf of the Atlesian Military, I would like to thank you for saving our lives a week ago." He said to him.

"If it wasn't for you, this entire kingdom would've been completely wiped off the face of the planet." Glynda said to him.

"Well it is my responsibility to take care of Goblin's trash, no matter how messy it is." Peter said before switching topics. "Speaking of Goblin, any word on him while I was having my beauty nap?" He asked the General.

"No. For the past week, I've ordered my men to search the globe for Osborn, but nothing's come up." The General informed him. "We've searched everywhere: Underwater, mountains, forests, but we always come up empty. Even when we do find something like an old White Fang hideout, they're usually booby trapped with either pumpkin bombs or some of his Goblin Grimm."

"Not even my telekinetic powers could help find him. Goblin's powers have evolved to the point where I can barely sense him at all." Madame Web added.

"Well that's…terrible." Yang spoke up from the back.

"Even if we did find the Goblin, we have no idea how to properly approach and confront him, now that he has those other villains from your dimension." Ozpin said while sipping on his coffee mug.

"Care to explain who those other villains from Earth are all about, Peter? We're left in the dark with these new foes." Ironwood asked their hero.

"Sure. Just stand back." Peter said, prompting Ironwood to make room for him as he creates a huge hologram from his Webware in the center of the room, giving the office a blue tint color.

"Alright, first up let's bring up Magneto." Peter said as an image of Magneto pops up as a hologram. "Magneto, also known as Max Eisenhardt or Erik Lehnsherr, this guy goes by a lot of names, is a human-hating mutant from my world, and the leader of the Brotherhood of Evil. His goal is to wipe out all humans and have mutants as the superior and dominant race. Think of the mutants and the Brotherhood as our world's version of the Faunus and White Fang." He started explaining to his allies.

"So he's kind of like Adam." Blake lowly said to herself with a sad frown.

"Magneto has the power to control all types of metal on the planet. He's incredibly powerful. I mean the guy could lift up a bridge or a football stadium without even trying." Peter continue to explain to them while showing them images of Magneto's best feats with his powers.

"Whoa. I don't think even MY Semblance could ever be that powerful." Pyrrha said, shocked on how strong Magneto is compared to her powers to control magnetism.

Peter then switches his hologram to show Loki. "Next up is Loki, God of Mischief, and the adoptive brother of the Avenger, Thor."

"Adoptive?" Ruby asked him.

"You see, Loki is actually the son of a Frost Giant, whatever those are." Peter responded. "When he was a child, Odin, father of Thor, adopted him and raised him as his own son, but then later in his life, Loki found out the truth about his origins and wanted revenge on Odin and Thor ever since, fighting against them and the Avengers, all while trying to rule over Asgard in the process. Loki's greatest strength comes from his sorcery, and his 'Glowstick of Destiny.'" Peter informed them while showing them images of Loki and his magic scepter of his. "He can create illusions of himself, shape-shift, control other people's mind, and some other weird Asgard magic I'm not aware of."

"And yet YOU somehow tricked him. A God. A trickster God even." Weiss said, still surprised that Peter managed to trick the master of tricksters.

Peter lets out a happy sigh. "You just got to love my natural talents."

"What? The fact that your bad jokes can even annoy a God?" Weiss asked him.

"Yep." Peter said with a smile before switching the hologram image to Ultron. "Now, this guy here is a much bigger problem than the last two." He informed them.

"This is the one you call Ultron, is it?" Ironwood asked Peter.

Peter nodded in response to his question. "Ultron was a robot created by Dr. Hank Pym. He was originally designed to help the Avengers save the world when it needed saving."

"But then it became sentient and went rouge." Ren spoke up.

"Right. Ultron's main objective was to exterminate all life on the planet and replace them with robots, since he sees humans as the real problem for the constant violence that keeps on happening in the world."

"In some ways, I can believe that." Ironwood said while staring at the Ultron hologram.

"Like I said before, Ultron is much more dangerous than both Magneto and Loki combined. This rust bucket is not only very intelligent, as he can hack into any computer in the world with ease, he has also fought the Avengers multiple times in the past, and actually won some of those battles, and that's when they have both Thor and Hulk with them." Peter continued explaining Ultron to them. "Over the years, Ultron would build new bodies for himself, with each one fixing on the flaws of the previous body. Half of the time his bodies would be composed of Adamantium or Vibranium, making him extremely durable. And the scary part is, even if by some miracle you beat him, he would always transfer his mind to another robot or computer that's nearby, always ensuring that he'll come back stronger than ever." He informed them.

"Wait a minute!" Ironwood shouted, getting everyone's attention. "If Ultron is that smart and can hack into any computer in just seconds from anywhere around the globe, that could mean he could hack into the military's database and can gain control of the Atlesian Knights!" He said.

"That really is a problem." Ozpin said while cupping his hands together.

"Don't worry. Before I got here, I had Jarvis scan for any traces of Ultron in your systems, and nothings come up. And to make sure he doesn't hack into your computers, at least for a while, I installed some Anti-Ultron firewalls that were installed in my armor's database and into your systems, along with installing them with the same type of encryption that I use for my Webware." Peter told the General, which calms him down.

"That's very nice to hear. Thanks, Peter." The General said with a smile.

"No problem." Peter said before switching the hologram to the last of Goblin's mind-controlled villains, Akuma. "Last but definitely not least, Akuma, or Oni as he's calling himself now. Like I said before, Akuma is a very powerful martial artist from another Earth. He never smiles. He never takes a bath. From what Ryu told me about him before, this dude not only killed his own master, he almost killed his own brother, both reasons were because he hated the fact that they didn't embrace or like the Satsui no Hado."

"The Satsui no Hado?" Glynda asked in confusion, as she nor everyone else besides Peter and Madame Web have heard that term before.

"Allow me to explain." Madame Web said, getting their attention. "Much like you guys' Aura, the Satsui no Hado is a dark energy force that brings out the darker aspects of the natural human mind, making them extremely powerful, but at the cost of losing their humanity for good, effectively turning the person into a demon."

Pyrrha shivers from hearing about that terrifying power. "It really does sound terrifying when you say it that way."

"It's also the reason why Akuma has changed form and become Oni." Madame Web continued to explain about Akuma and the Dark Hado. "Originally, Oni was supposed to be a form that Akuma was going to take later in his life when the Dark Hado completely consumes him, destroying whatever left of his humanity. But because of the Goblin injecting him with his ISO-OZ formula, the process has hastened, giving form to Oni much sooner than anticipated."

"And fully under his control." Blake spoke up.

"Not fully, my child." Madame Web corrected her. "You see, I felt a faint presence of the original Akuma still fighting inside his mind, trying his best to fight off against Goblin's control, but he's getting weaker with every second. It is possible that before he fully succumbs to Oni, we can get Akuma to suppress his Oni form and revert back to normal, but that might a little more difficult to perform."

"I can imagine." Peter said while turning off his hologram from his Webware.

"To think there are strong and terrifying people like that in other universes." Ironwood spoke up. "Imagine if we had our own version of Ultron or Magneto, we wouldn't stand a chance."

"But we don't. That's why Osborn brought those villains from his world, making this war a lot harder for us to win." Ozpin said to the General.

"Just be glad Osborn didn't bring in Thanos, or Dormammu, and I don't think you even WANT to fight against Galactus. The guy can play baseball using our planet as the ball itself." Peter told them.

"He's that big?" Ruby asked him.

"VERY big." Peter replied, causing Ruby to let out a nervous laugh of fear, imaging how she could fight against the likes of Galactus.

"Peter, have you ever fought these villains before? You should know a few ways on how to beat them." Glynda asked the boy.

"Eh, once or twice. Guys like Ultron and Magneto are more of an Avengers/X-Men problem. I just usually help them out whenever I'm in the area." Peter answered her.

"Wait. I thought you already are an Avenger?" Jaune asked him.

Peter shakes his head. "Nope. Which I'll never understand why I'm not to this day." He said.

"Probably because you'll annoy them to death with your constant jokes." Weiss said with a smirk.

"If that's the case, then Hawkeye wouldn't even be on the team in the first place." Peter said.

"It might be because of your inability to work well in teams." Ozpin told him.

"That does make sense. Besides the occasional team-up, I'm mostly a loner hero. Doing things on my own without no allies to help me out." Peter agreed with the Headmaster.

"But, because of your time here in Beacon, that weakness has diminished almost entirely." Glynda told him.

"To the point that you commanded and lead the Hunters of Beacon and my military to fight against Goblin last week, especially against his Shadow Goblin Dragon." Ironwood added on to Glynda's previous statement. "You're a natural team player, and a born leader."

"Well, Captain America and Iron Man always did say I have great potential in becoming an Avenger, and you don't disagree with those two, especially Captain America." Peter happily told them.

"How come?" Ruby asked him.

"Captain America is like Earth's best hero! Everyone loves Cap! Even guys like Magneto and Dr. Doom can't help but love him! He's the reason we won World War II in the first place! I mean, the guy even punched Hitler for Pete's sake. There's a reason why people call him the First Avenger!" Peter informed them while also fanboying at the same time about how great Captain America is.

"Well, somebody seems a little happy to talk about their favorite hero." Yang teased him with a smirk on her face.

"Hey, if we had Cap here, along with the rest of the Avengers, our chances of winning this war will go up exponentially!" Peter said before putting his hand on his chin. "Now if only we could find a way back to Earth." He said to himself.

"How about we use the Web of Life and Destiny?" Blake told him, getting their attention. "With the Master Weaver's help, we can teleport to any dimension, including Earth."

"Hey, yeah! That's a great idea!" Peter happily said. "We can use that to teleport back to Earth in no time!"

"I'm afraid that won't be possible." Madame Web told them, decreasing the happy mood in the air.

"How come?" Jaune asked her.

"Your last battle against the Goblin, specifically the battle between Peter and Osborn when the former awakened his latent power, was so intense and devastating that it actually left invisible tears across reality itself." Madame Web informed the kids, shocking all of them in the process.

"You're kidding?!" Weiss asked her, not believing what she's saying.

"She's not." Ironwood told the Schnee.

"It's what Madame Web informed us about before you all arrived here." Ozpin told them.

"Thankfully, the Master Weaver is using the Great Web to repair the damage done to our reality. During this time, inter-dimensional travel will be impossible for the time being, even if you had the ISO-8." Madame Web continued.

"How long until he's done repairing reality?" Nora asked the old sage.

"I would say in about two weeks from now." Madame Web calmly told them, getting a shocked reaction from the kids.

"TWO WEEKS?! We don't have two weeks! Goblin might already be attacking Earth right at this moment!" Peter shouted at the unfazed Madame Web.

"Fear not. Even though I'm having a hard time detecting Goblin, I don't sense that he has traveled to Earth at the moment. Which means that he's still somewhere here on Remnant." Madame Web calmly replied to him.

"Well that's great, I think." Peter said while crossing his arms.

"Besides, remember that you traveled back in time as well, ever since you arrived at this dimension. In just two weeks, you'll be aligned back with your world's timeline, and when you do eventually travel back to Earth, it would almost like you never left in the first place." Madame Web told the boy.

"I still wished that time travel wasn't involved in this." Peter said before letting out a sigh.

"So, until we can get help from Earth, what should we do in the meantime?" Ruby asked everyone.

"If we try to find Goblin, we'll get demolished since he gains a lot of his extra power from those he infected with his OZ Formula, giving him access to his 'OZ of Death and Chaos' as Peter calls it." Blake told them.

Peter thinks quietly to himself for a few seconds until he just remembered something. "Wait. I think I know what to do!" He said as he lays down his backpack to the ground and starts digging through it, trying to look for something.

"Do what, Pete?" Pyrrha asked him as he takes out his DNA Sampler from his bag.

"What's that?" Ren asked what's he holding.

"The answer to all our problems!" Peter told him.

"Care to elaborate on that, Peter?" Ironwood asked him.

"This is my DNA Sampler that I build in my lab to take the sample of someone's DNA." Peter started explaining things to his allies. "When we were at the underground tombs of Mt. Glenn, I managed to take a HUGE sample of Goblin's DNA when I knocked him unconscious. With this, I can create an Anti-Goblin Serum that can cure anyone that was infected with the OZ Formula! Not only will it decrease Goblin's OZ of Death and Chaos in power, I can also probably cure Goblin himself with this stuff!" He said, getting everyone's hopes up that they have an actual plan.

"You can do that?" Ironwood asked him, in shock that Peter could possibly perform such a feat.

"General, the only thing I can't do is keep my love life in check!" Peter said with a grin.

"Awesome!" Yang happily said.

"Hurray for science!" Ruby fist bumps the air.

"But, are you sure it'll work?" Weiss asked, getting Peter's attention. "When we were looking through your memories a few weeks ago, we saw Nick Fury use his own cure on Osborn but it didn't work as you can tell."

"The one Fury and the rest of S.H.I.E.L.D. used was based on Harry Osborn's DNA after he became the second Green Goblin. It worked, for a while. But it would seem that his powers eventually came back and Osborn was hiding them to avoid S.H.I.E.L.D.'s suspicions of him." Peter replied to her before holding up the DNA Sampler to his face. "With this pure sample of his, while also using part of my DNA since he used it for his OZ formula, I should be able to create a cure. One problem though."

"What's that?" Jaune asked him.

"This new formula Goblin's been using was created with dozens of ISO-8 that he collected back on Earth." Peter told him.

"That mysterious, and yet very limitless and powerful ore from space that scattered in trillions across the planet back on Earth during the Pulse." Madame Web spoke up while showing them an image of what the different types of ISO-8 back on Earth.

"And is the cause of all the mess that's been happening back on Earth for the past few months." Peter said while crossing his arms. "It's the reason why Goblin has been ahead of the game this entire time. Without at least one ISO-8 for me to use and examine, creating the cure will be almost next to impossible since the ISO-8 is always changing itself, according to what Reed Richards has told me."

"Still, you have to try your best. At least until we can get our hands on some of the ISO-8 Goblin must have stored in whatever hideout he's at." Ironwood said to him.

"I plan to, General." Peter said to him.

"I can call my company to ship in the best kinds of Dust and equipment we have available and bring it here tomorrow morning." Weiss informed Peter.

"Thanks. That'll really help." Peter thanked her.

"In the meantime, Peter, I'm curious to see your new powers up close and personal." Ozpin said to Peter.

"Huh? Why?" Peter asked him.

"If we have any hope in defeating the Goblin, you'll need to be ready and know the full extent of your powers." Ozpin answered him.

"Makes sense. So, shall we get started?" Peter asked everyone.

* * *

 **Beacon Amphitheater**

 **BGM- Avengers: Age of Ultron OST- It Begins**

Over at the Beacon Amphitheater, Peter, now in his costume, is currently on stage alone as his friends and teachers are sitting on their seats. Thankfully, no other student is in the room so they are all alone.

"Shall I start explaining about your two auras, Peter?" Madame Web asked as she appears on stage.

"Hey, take your time." Spider-Man said before rethinking that statement. "In fact, you should hurry it up as soon as possible."

"Gladly. Now first off, charge up your Great Weaver Aura." Madame Web instructed him.

"Okay." Spidey listened to her as he quickly charges up his crimson aura, and in a flash, he finds himself surrounded in his crimson aura, with also a costume change. "Huh? This again?" Peter asked as his aura disperse to show off his new costume, as the spider symbols on both his front and back have gotten bigger and went from black to white (His new costume is the Insomniac Marvel's Spider-Man Game costume, but still attains the red spider mid-section as his previous costume).

"This is what you can call an Aura Costume Change." Madame Web started explaining things to him. "Both of your Auras react to the Dust embedded to your new costume, allowing you to change and modify your suit to whatever clothing you want." She explained to him.

"Seriously?!" Spidey said surprised.

"Of course. Try it right now." Madame Web told him.

By concentrating really hard, Peter was able to change his costume to his normal, civilian outfit, which got his friends in awe. "Oh man! You have no idea how much I always wanted a suit that switches between my street clothes and costume! Now I won't have to awkwardly change costumes in an alleyway anymore!" He said before he switches his clothes to that of the Scarlet Spider costume. "Hehe, look at me! I'm now the Scarlet Spider!" He said as he jumps back and sticks himself to a wall.

"Hey! That's the costume I originally designed for Peter's new suit! The one with the hood!" Ruby said as Peter jumps down, he switches his costume back to a more, red and blue color scheme, but now with a cape (Costume is pretty much the one he wore from the show Spider-Man Unlimited).

"Hey! That's the costume I originally wanted Peter to wear! The one with the cape!" Yang said as Peter changes his costume to his black suit.

"And that's the design I wanted to Peter to originally wear!" Blake pointed at his new look.

"Okay. I'll admit. That costume does look really cool." Yang admitted.

"I'll admit. When the black suit isn't some alien that's using me as a host, it actually looks really cool on me." Peter said before changing his costume back to his original red-and-blue color scheme with the big white spider symbols. "But, nothing beats the good, ol' red and blue."

"And with the white, spider symbols on it too! See, I knew my design would be the number one choice!" Weiss said acting all high and mighty from her seat, causing both Yang and Blake to sigh.

"Your Great Weaver Aura, Peter, focuses on raw and powerful strikes that can destroy mountains in a single punch, and can shake the planet itself. It also makes you incredibly durable, but you still maintain your spider speed and agility." Madame Web informed Spider-Man on stage.

"So, I'm like a more agile version of the Hulk?" Spider-Man asked her before he thinks to himself. "That sounds really terrifying when I say it out loud. Anyways, what about my Semblance?" He asked the old sage lady.

"Your Semblance is extremely powerful, and very dangerous." Madame Web told him.

"How dangerous?" Peter asked her.

"As the Avatar and the reincarnation of the Great Weaver, you can draw out even more power from the Web of Life, and the other Spiders from across the multiverse, giving you, effectively, limitless power." Madame Web informed him.

"Coooooool."

"That is, assuming if your body can handle all that power, otherwise it will kill you."

"Okay, not so cool."

"Now, switch to your Other Aura." Madame Web instructed him to do.

"Wait, you mean my other aura, or my OTHER aura?" Peter asked her, which causes Madame Web to sigh at his stupidity.

"PARKER!" Ozpin, Glynda, and even Ironwood shouted at him at the same time.

"Okay, okay! I get it! Sheesh, you guys are acting like we're in the middle of a war or something." Peter said to them, causing the three adults to sigh alongside Madame Web. Spider-Man switches to his Other Aura, giving him the same costume design as his Great Weaver Aura, except the spider symbol on his chest and back becomes black and has a similar design to that of the spider symbol from his black suit.

"This aura focuses on hyper-fast and dominating attacks, where even the best of speedsters would have a hard time keeping up with." Madame Web told him.

"I can agree with that." Ruby said from her seat.

"As the host of the Other, which is the true manifestation of your spider abilities, you can use even more spider-like powers that you ever dreamed of." Madame Web said to Spider-Man.

"So, my extra spider powers are like my Semblance in a way." Spidey said.

"Correct. Along with the same ability of drawing more power from the Web of Life and the other Spiders from the multiverse." Madame Web said. "Couple of this new abilities includes night vision, the ability to actual talk to spiders, retractable talons and fangs, spider arms, tendrils and even stingers. You can also produce your very own webbing from your forearms, although they are limited by your body's health and nutrition, so I recommend having your web-shooters on hold, just in case."

"Sure. Besides, I doubt my organic webbing can turn into ice or be magnetic like my special web fluid." Spider-Man said.

"The benefits of being the child of both science and magic." Madame Web said. "And as you might have noticed, your Spider-Sense have also been upgraded. Instead of just detecting danger, you have the added abilities of seeing through objects, locating enemies, and discerning structural weakness in your environment."

"Sweet. Now I can change my name to the Amazing Spider-Construction Man." Spider-Man said as a joke.

"With your 'amazing' access to the Web of Life, you can also create solid and corporeal clones using either the spiders in the area, or from your webbing, and they can last up to 30 minutes." Madame Web informed him.

"How many clones can I create?" Spider-Man asked the mystic.

"As many as your body can produce."

"Haha! Take that, Blake! I doubt your Semblance can do even that!" Spider-Man teased her from his stage.

Blake just simply smirked from his response from her seat. "You know, for someone who complains and hates clones, you sure are happy creating your own!"

"I only hate them when they try to take over and mess with my life!" Spidey responded as he uses his organic webbing to create an actual clone of himself. "You agree with me, right buddy?"

"Of course I do. I'm you, remember?" Clone Spidey asked him.

"Yes you are." Spidey said as the two of them high-five each other. "TEAM SPIDEY!" Both of the Spiders said at the same time.

"Oh god, I think I'm in hell." Glynda said as she faces palm to herself, as she can barely handle one Spider-Man in her life.

Spider-Man disperses his clone as Madame Web continues giving him an overview of his new powers. "Last, but not least, you can summon parts of the Web of Life to your area, in a similar fashion to Ms. Schnee's Glyphs of hers."

"Yeah, I know that already." Spidey said, as he remembers doing just that during his recent battle against the Goblin.

"For the record, my glyphs are much cooler." Weiss said from her seat.

"Keep telling yourself that!" Spidey said before turning his attention back to MW.

"With your Web Glyphs, you can use them in a variety of ways such as creating web spiked wheels, a web sword, and can be even used as a portal to change up your attack pattern. Try it now." Madame Web instructed the Spider. Spider-Man produces his venomous spines sprouting from his right arm while also creating a Web Glyph in front of him, as numerous web glyphs appear throughout the big room. He then thrust his spiked arm through the glyph, where the arm appears through the numerous glyphs throughout the room, getting an awe from his friends and teachers.

"Must admit…" Peter started talking as he takes out his arm from his glyph, as it and the other glyphs disappear. "If I knew I had these kinds of powers in the first place, I would've accepted my Other a long time ago."

"Yes. I just wished that these new powers of yours could also enhance your humor as well." Madame Web insulted him.

"HEY!" Peter said, getting a giggle from his adoring audience, causing the hero to sigh in embarrassment. He then senses Madame Web throwing him three cards and catches them easily with a single hand. "What are these? Are we playing poker now? Because I'm pretty sure I'll win thanks to my Spider-Sense."

"These cards represent a different part of you, Peter." Madame Web said to the Spider. "The Ace card represents how you are our 'Ace in the hole' in this war. The Joker card represents your childish jokes and your feeble attempt at humor…"

"Please tell me you're not giving me these cards to insult little ol' me, are you?" Spider-Man asked the mystic.

"Of course not." Madame Web said with a smile.

"I hate you." Peter blatantly told her before looking at the last card in his hand. "And what's this? The King card?"

"Yes. That card represents you as a warrior, with the heart and burden of a true king." Madame Web explained to him.

"A king? I'm not T'Challa, MW." Spidey told her.

"Of course not. You are you. And these three cards represent those parts of you." Madame Web said.

 **BGM Ends**

"Yeah, well I hope you kept the receipt on that statement." Spidey said as he uses his aura and dust-embedded suit to switch to his civilian clothing. "So, is that all for today?" He asked the mystic.

"For now anyways." She replied.

"Great, because if you excuse me, I have a cake that I need to pick up from downtown since it's my late Uncle's birthday today." Peter said as he starts walking down the stage.

"We'll get the place ready when you get back!" Ruby happily said as she gets up from her seat.

"Where are we gonna set the party anyways?" Weiss asked her leader.

"Uhhh…"

"How about use one of the lecture halls in the Academy?" Ozpin told the two girls.

"Hey, that's a great idea! If we start now, we can get the room decorated by tonight!" Ruby said.

"Yeah!" Nora said.

"You all do that!" Peter said as he starts walking towards the exit. "I have a cake to pick up, and since I assume the line will be long today, I need to leave as soon as possible." He said.

"Okay! You do that!" Pyrrha said to him.

"See ya later, Peter!" Jaune waved at him as Peter returns a wave before he walks out the door.

* * *

 **A few hours later, in the City of Vale**

"Man. I knew the line would be long, but…" Spider-Man said to himself as he swings through the afternoon city of Vale. "Today was just a nightmare." He said while holding the wrapped cake with his back, thanks to his improved wall crawling abilities to stick about anything to any part of his body without him worrying off falling off. "I guess when a crazy madman from another dimension declares war on the whole multiverse, people are just in a rush to try and make the best they can before the world might get destroyed anytime now. But if I know Goblin, he's not the type of guy to do that until he has no other option. No, he's somewhere out there planning and waiting for something. Whatever it is, it can't be good for any of us."

As Spidey continues to swing through the city, he senses someone talking to him. "Huh? What was that?" He asked himself as he lands on top of a rooftop building. "Someone's…talking to me. Wait. Ohhh…These guys are spiders. Yeah, that's right. Madame Web did say I can talk to spiders now. I wonder what they are trying to tell me." He said as he listens closely to the spider talk. "Oh. They are where? Thanks! I appreciate it, little spider buddies!" He thanked them as he swings towards some unknown location.

* * *

 **Abandoned Warehouse in Vale**

In an abandoned warehouse somewhere in the city, Cinder, Emerald, Mercury, and Adam Taurus are currently using this place as their hideout from the authorities, Spider-Man, and even the Green Goblin.

"Anything?" Cinder asked Mercury, Emerald, and Adam as they approach her, who is just leaning next to a metal pillar.

"No, we haven't." Emerald replied.

"We weren't able to find any leads on Osborn's main hideout, or any sign of his Goblin Army." Mercury explained to her.

"That guy has been making a mess of things. I couldn't get in contact with any of the White Fang across the world. I guess I'm the last surviving member." Adam said, as he leans on another steel pillar.

Cinder lowly growled to herself. "Damn that Osborn. All my plans. FAILED. Because of him."

"And thanks to him ratting us out to the world, it's getting much harder to move around the city without anyone noticing us." Emerald told her.

"Great. Could it get any worse?" Cinder asked her teammates.

"I don't know. You tell me." Suddenly, Spider-Man appears behind Emerald and Mercury from his web, startling the four of them.

"Spider-Man!" Emerald said, startled.

"Oh no. He's the last person I want to see now." Cinder said while looking away from him, not in the mood to hear one of his jokes.

"Hey! It's Goblin Jr. and her three stooges! How'd you been guys?" Spider-Man asked them, causing Cinder to groan, not in anger, but in pain from his joke.

"Spider-Man. How did you find us?" Adam asked the kid while pointing his sword at him.

"I talked to the spiders." Spider-Man replied, unfazed from his sword and still hanging from his web.

"Please tell me you're kidding." Mercury said, having a hard time that he can do that.

"When do I kid?" Spider-Man asked him. He then turned his attention over to Adam. "Anyways, who are you?" He asked Adam, but before the former Vale leader of the White Fang could answer, Spidey stops him. "No. Wait. Don't tell me. The horns. The stupid mask and clothes. Oh, your name must be Hornhead the EdgeLord, right?" He asked him as he leaps down to the ground and stands up.

That comment greatly angered Adam, which caught Cinder's attention. "Adam, Emerald, Mercury. Show our uninvited guest what happens when he invades our home." She ordered them.

"Wait, so you guys LIVE here? Wow. Money must be rough. You guys are even poorer than I am." Spidey mocked them, which angered all four of them to no end.

Using her Semblance, Emerald tricks Spidey into only seeing Mercury attacking him with a kick, only for both Mercury AND Adam to attack him at the same time, using all their strength, with Adam using his Semblance to cut Spidey in half, only for Spidey to easily see through her trick and catches both Mercury's kick and Adam's sword attack with both his hands, slowly cracking Adam's sword.

"What the-! He saw through that! But that's impossible!" Emerald said to herself, surprised that someone got through her Semblance with ease.

As Mercury and Adam both struggle to get out of Spidey's grasp, the hero's eyes turn red as he menacingly and silently scares at everyone but Cinder. In just an instant, the three members of Cinder's group find themselves in Peter's forest mindscape, where their pupils shrink in size as they are scared of what they see before them, Ero in his monstrous, massive, black spider form, drooling out acid from his mouth right in front of their faces. "Calm down, Ero. They were only playing." Spidey calmed him down as they all find themselves back in the real world, with Cinder's group shaking in fear.

"What happened?" Cinder asked them as Emerald falls on her knees.

"S-So scary…" Emerald told her, still struck with fear. "Never messing with his mind…ever again…"

 _"_ _Is this one of Parker's new 'Other' powers?"_ Cinder asked herself in her head before turning her attention back to Spider-Man.

"Y'know. You're not the first person to mess with my mind. A guy with a fishbowl for a head has been doing the same thing to me for years." Spidey explained it to Emerald. "And you should know, my new mind buddy, Ero, also doesn't like uninvited guests, so you should think twice before messing with someone's mind."

"O-Okay…" Emerald said while trying to calm herself down from that traumatizing experience.

"Besides, I think come here to fight…" Spidey said as he helps Mercury and Adam up to their feet. "I came to talk."

"Talk? About what?" Mercury asked the web-slinger.

"First off, I want to thank you three for helping us a week ago with the Goblin. Seriously, I mean that." Spider-Man thanked the three, wanted criminals, which actually surprised them that someone actually thanked them.

"Ummmm…your welcome." Emerald said, unsure about saying that.

"And also, I came to ask if you can help us again." Spidey said to them.

"Why?" Adam asked him.

"In case you forgotten, Goblin has the powers of a God and has brought in some of Earth's most dangerous villains, and has declared war on everyone. So if we have any chance of surviving, we need to work together." Spidey explained to them. "Besides, right now, I'm working on an Anti-Goblin Serum to cure everyone that was infected by the OZ formula, including the White Fang." He said, gaining Adam's attention.

"A human wanting to help the White Fang? I don't buy that. Why should I believe you?" Adam asked him.

"Look, even though the White Fang are a bunch of scumbags who has nothing better to do than rob banks, even I don't think they deserve to be under Goblin's control." Spidey responded.

"Hmmm." Adam muttered to himself.

"So, what do you say? Want to have another Hero/Villain team up?" Spidey asked Cinder.

"Hmph. Sorry, Spider, but I'm afraid I have to decline." Cinder answered him. "If I recall, I told you the last time we teamed up would be the last time. After that, we'll be enemies again. Osborn's my enemy, and I don't need your help to do it."

"Totally understandable. Well, see ya." Spidey said, still pretty happy as he casually walks away to the exit, which confuses Cinder as she wasn't expecting him to just easily take that response.

"T-That's it? That's all you have to say?" Cinder asked him, completely confused on what he's doing.

"Yeah, pretty much." Spidey said as he continues walking towards the door.

"What game are you playing here, Spider?" Cinder asked him.

"We were playing a game? Huh, had no idea. I'm sure next time I visit we'll play poker. Assuming you haven't moved out by then. I'll make sure not to tell the police about this place. See ya." Spidey said as he exits out the door, leaving Cinder's group to ponder at what just happened.

"Well, that was weird." Mercury spoke up first.

"Totally." Emerald agreed with him.

"What was that all about?" Adam asked Cinder.

"I don't know. It was almost as if he was fully expecting my answer." Cinder said while pondering to herself for a bit. "Out of everyone I've met, that kid is so unpredictable that not even I can figure him out."

* * *

 **Beacon Academy**

That night, Team RWBYP, Team JNPR, Ozpin, Glynda, and General Ironwood are currently enjoying themselves in a lecture hall as they celebrate Peter's late Uncle birthday.

"Wow. Had no idea Vale's cakes could be so good." Ironwood said as he takes a bite from his cake.

"I'm just glad we can relax before we head back to work." Glynda said, standing next to him.

"Indeed." Ozpin agreed with her as the three friends stand next to each other.

In another part of the room, Peter is talking with his friend, Ruby. "So, after this, we get ready for whatever Goblin has planned, right?" She asked him.

"Let's worry about that later, okay?" Peter tells her. "Right now, it's our time to relax and party before we worry about Goblin for now."

"I'm sure your Uncle would be proud of what you're doing now." Ruby tells him.

"Same thing could be said about your mother. I'm sure they're both proud for how far we've grown." Peter tells her.

"You said it." Ruby said as the two fist bump each other before heading over to their friend's location.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Peter: Hi, I'm Peter Parker. Man, this cure is way harder than I thought. If only I knew where Goblin is hanging out at, then maybe I can snag an ISO-8 from there. Wait a minute, what's that I'm sensing. Goblin's attacking Ironwood's ship? That's where the U-Foes are being held up! Ruby, you're with me! Let's go!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Liberating the U-Foes_**

 **Ruby: Goblin, how could you such a horrible thing?**

* * *

 **KFX here: To all those that are wondering if the Infinity Gauntlet and the Infinity stones would play a role in this story. NO, THEY'RE NOT! If they were, I would make that a plot point at the beginning of this story. The only powerful items that are involved in the rest of this story would be the ISO-8, the relics, and something else from the Marvel Universe that's just as dangerous as the Infinity Gauntlet. I'll give you a hint on what it is. It first appeared in a Fantastic Four comic long ago. I'll leave it at that. And also, what was your favorite part of this chapter?**


	59. Vol 3 Issue 2: Liberating the U-Foes

_Vol 3 Issue 2: Liberating the U-Foes_

 **BGM- Dragon Ball Super OST- A Bad Premonition**

 **Unknown Location**

Somewhere in the dark night of Remnant, there is a dark presence surrounding one particular area, in the middle of the ocean, invisible to satellite radar and to the naked eye. That area is constantly surrounded by dark and stormy clouds, making it impossible for anyone to get near the place. On an island in the middle of the ocean, there exist a tall tower complex with a green and black color scheme, almost looking like a dark castle. The main tower is 93 stories high, with the north building 55 stories high, and the south building 35 stories high. At the top of the tower is some sort of black watchtower, with the name "OSCORP" plastered right flat in the center of the gigantic tower.

* * *

Inside the Oscorp tower, hundreds of robots and Goblin goons are either training, building some more weapons, piloting Quinjets and Hellcarriers, which now also have the green and black color scheme or whatever their King has ordered them to do in his castle. Up in the Goblin King's Watchtower, four of his elite members have just gotten out of the elevator. These four villains are from other dimensions: three of them from the Goblin's native dimension while one of them is from another Earth, but all of them are infected by the Goblin's very own creation, the ISO-OZ formula: the combination of Goblin's OZ formula (which uses both Osborn's and Parker's DNA) and dozens of ISO-8 from his original dimension. These four villains are Oni, Magneto, Ultron, and Loki.

The four of them walk towards their Lord, who is just sitting in his throne, carefully watching his slaves stop walking and kneels down to him accordingly. **_"Rise up, my Cabal."_** Goblin ordered his inner circle from his throne. His Cabal listens to their King's orders and immediately stand up and face their master. **_"Report."_** He simply told them.

Magneto was the first to speak up as he takes a few steps forward. "My King. Our transfer of our equipment and our armada to the Negative Zone is almost complete. We should be done in the next few hours." He informed his King.

 ** _"_** ** _Good. And I assume Annihilus isn't giving you any trouble, I hope?"_** Goblin asked his loyal subordinate.

Magneto smiled. "Not after the lesson you taught him."

The Goblin King chuckled, remembering his brief encounter with Annihilus. **_"Pathetic bug. Not even that toy rod of his was no match for my supreme power."_** He then thrusts his right palm forward. **_"Continue with the transfer, Magneto. I want to see all my Hellcarriers in the Negative Zone by the next day. I do NOT want to hear anything about delays."_** He ordered his mutant slave.

"As you wish, my King." Magneto bowed down before his King before he leaves for the elevator.

As Magneto leaves, both Loki and Oni walk up towards their King. **_"You two. Have you completed the assignment I gave you?"_** Goblin asked his inferiors.

"We have, my King." Loki replied.

 ** _"_** ** _We have managed to pinpoint their precise location without being noticed, and we are confident that they won't be going anywhere anytime soon. They are ripe for the picking."_** Oni finished informing him.

Goblin smiled from that news. **_"Wonderful. I will personally meet with them soon enough. But for now, Loki, I order you to help out Magneto with the shipment to the Negative Zone. That's including the ISO-8. Failure will not be tolerated."_**

"As you command, my King." Loki bowed before his master before teleporting away with his scepter, leaving just Oni and Ultron alone with the Goblin King.

 ** _"_** ** _Oni, you'll stay here in the castle and continue your usual training sessions."_** Goblin ordered his slave before turning to Ultron. ** _"And how about you, Ultron. Have you fully adjusted Hydro-Man's powers, as well as stabilize Zzzax?"_** Goblin King asked the reprogrammed death-robot.

 **"** **Affirmative, my King. I have also finished creating those special combat LMDs you requested, as well as repurposing your gauntlets."** Ultron replied to his King.

 ** _"_** ** _Excellent."_** Goblin said with a smile. **_"Now, begin with Project Tesseract immediately."_** He ordered his top robot.

 **"** **As you wish, my master."** Ultron bowed down to his Lord. **"Although, according to my calculations, even with the ISO-8, it'll still take a little over a month before I could fully complete the project."** The robotic menace informed his King.

 ** _"_** ** _That's okay. Take your time. We're not in any rush after all."_** Goblin said with a grin before he stands up from his throne and puts on his cape and proceeds to step down from its steps. **_"In the meantime, I'll grab my gauntlets from the lab and visit the locations that Oni and Loki gave me. It is time that I have a little 'chat' with those flies."_** Goblin said as he starts to walk past Oni and Ultron.

 ** _"_** ** _And what about are enemies, my Liege?"_** Oni spoke up, stopping Osborn in his tracks, as the two stand side by side. **_"The Dark Witch, Salem, as well the Spider and his allies, including the one they call Ozpin and his little circle. Surely they will notice something is up if we act right now."_** Oni asked his majesty.

Goblin chuckled from his question. **_"You don't have to worry about Salem. She still has no idea that a part of her little group has been dead for months, and replaced with my LMDs, taking note of all her plans and sending them to me. Cinder, I'll deal with soon enough. And as for the Spider and his new friends, I have everything under control. They won't expect a THING of what I truly have in store. All it takes… is a little distraction. And to achieve that distraction, you need a little…"_** Goblin then turns his grinning face to Oni. " ** _…liberation."_**

 **BGM Ends**

* * *

 **Next Morning**

 **Beacon Academy**

 **BGM- Sonic Unleashed OST- Apotos Day**

"Ahhhhhhhh…" Peter yawned, still in need of sleep. He, Ruby, and Weiss are walking out of the main campus, passing by other students. "Remind me again why I have to wake up so early in the morning? Why can't I sleep in like Yang and Cat?" The hidden hero asked the heiress.

"I told you yesterday that I will call my company to send in the supplies need for your Anti-Goblin Serum this morning. You need to start working on that thing if we have any chance on beating Osborn." Weiss replied to him.

"I'm just here because I heard Weiss dragging you out of bed." Ruby spoke up.

"But I was so comfortable and having a good dream." Peter whined.

"Suck it up, Peter!" Weiss shouted at him. "My father wants you to get started as soon as possible." She said, getting a sudden interest from her two friends.

"Your father?" Ruby asked with a confused look on her face.

"Yeah. When I got in contact with the Schnee Dust Company Headquarters, my father was surprisingly the first one to answer my call and we talked for about 30 minutes I would say." Weiss told her friends.

"And let me guess. More than half of your conversation involved a lot of yelling from both ends, with your father constantly asking you to, 'Come back to Atlas and do everything I say! It's too dangerous at Vale!' or some nonsense like that." Peter said while also imitating Weiss' father voice.

"Actually, no. It wasn't like that at all." Weiss said.

"Huh?!" Both Ruby and Peter said with an even more confused look on their faces.

"After telling him that Peter needed supplies that might help beat the Goblin, the two of us had an actual chat for once. He asked me about my school, my friends. Everything honestly. I think the conversation even went more than 30 minutes now that I think about it." Weiss said with a small smile on her face.

"That…doesn't sound like your father at all, from what you told us." Ruby said, still confused that Weiss' father was actually being nice and talkative to her for once.

"Are you sure your father wasn't replaced with a LMD or a Skrull?" Peter asked the heiress.

Weiss shakes her head, still having the smile on her face. "No. He was the real deal. We even had a few laughs during our talk." She said.

"That is really weird, considering the fact the last time I met your dad, he was basically another Norman Osborn but with a mustache." Peter said as he puts his hands behind his head as they continue walking.

"It was actually thanks to Osborn that my dad is 'slowly' changing his ways." Weiss told them.

"Wait? What?" Both Peter and Ruby asked her, even more confused than before.

"You guys remember how a week ago, during the Vale Battle, that Osborn broadcasted the entire fight all over the world, where everyone who was watching the fight also heard his constant yapping?" Weiss asked her friends, who simply reply with a nod. "Well, my dad was also watching and listening into the fight, and when Osborn talked about how he called his own son pathetic and killed him because he didn't live up to the family name, all caught on national television, that struck my father down to the core. He told me how he stared into his screen for a good 10 minutes, rethinking about how he treated both me and my sister for all these years." She said to them.

"So, in other words, Osborn indirectly gave your father a reality check?" Ruby asked the heiress.

"Preeety much." Weiss said to her leader.

"Wow. For once, Osborn actually did something GOOD for once, even though it was unintentional." Peter said before putting his right palm under his chin. "Now that I think about it. Harry once told me that as a child, Norman was repeatedly abused by his own father, both verbally and physically. It's probably the reason why Normie's such a jerk in the first place."

"It's amazing how much a father can influence you, even to adulthood." Weiss said. "I can believe that my father won't turn into someone like Norman Osborn. I just know it." She said before she started smirking. "But, that doesn't mean I still like the way he treats the company, so I still plan on changing that when I inherit it when I get older."

"Yeah. Who knows? You might actually become the Tony Stark of this world when you get older." Peter told her.

"Is that a good thing or a bad thing?" Weiss asked him, sensing that something is wrong with his statement.

 **BGM Ends**

Peter just nervously laughs as the three of them continue walking outside the main campus, that is until Weiss stops walking and looks up, spotting a familiar ship in the air, staring at it with awe and admiration. "Uh, what are you viewing?" Ruby asked her as both she and Peter stops walking.

"She's here!" Weiss responded with a strain voice and the same, strange expression. She then starts running over to where the airship is going to land, with Ruby right behind her tracks.

"Hey, wait up!" Peter shouted, as he starts chasing down his friends from behind.

The three amigos arrive at the Beacon Courtyard, where the airship has just about landed. "Weiss! What is the big deal!? Who is it? Who is _she_!?" Ruby asked her friend as they stop running.

"Winter." Weiss said with a smile.

They all see Winter and a couple of Atlas soldiers and Knights escorting her out of her ship. "Wait…Your _sister?_ " Ruby asked her.

"I thought she was referring to the season." Peter said while scratching his head.

"Winter!" Weiss shouts for her big sis by cupping her hands together. The three of them run up to the elder Schnee as she turns to them. "Winter! I'm so happy to see you! Oh..." Weiss then formally bows to her sister. "Your presence honors us."

"Hey, Snow Queen. Long time no see. How'd you doing?" Peter just casually asked the older Schnee by waving his hand to her. Weiss immediately punches her friend's shoulder, causing him to gasp in pain. "Ow! What was that for?!" Peter shouted at her.

"Don't insult my sister with your insufferable nicknames!" Weiss angrily retorted at him.

"Okay! Okay!" Peter assured her before turning back to Winter. "Sup, Elsa. How's the weather back at Atlas? Pretty _chilly_ , I imagine?" Peter asked her, causing Weiss to just annoyingly groan for not listening while Ruby just chuckle from his pun.

Winter smiled. "Nice to see you again, Peter. I must thank you again for saving my life a few months ago when Osborn attacked and poisoned me. You have the Schnee family's fullest support." She bowed before Peter, who doesn't really know how to properly respond since no one has ever bowed down to him before.

"Um, it was no problem, Ms. Schnee. I'm just happy to help out my friend's big sis." Peter turned to Weiss, who smiled in return.

"I understand, Peter. I am glad my little sister is friends with a smart boy like you." Winter said, causing Weiss to blush and turn away from Peter. "It also helps that she's friends with a certain 'hero' from another dimension to keep her safe, who also seems to standing right in front of me." She said with a smile, causing the three teens to flinch in shock that she knows Peter is Spider-Man.

"You…know?" Weiss asked her sister.

"General Ironwood told me not long after the Goblin almost destroyed his airship a week ago, during the Vale Battle." Winter answered her.

"Greaaat." Peter said with a slight annoyed tone, hating how more people in this dimension knows his secret identity.

"Don't worry. Out of everyone in the Atlesian Military, only he and I know who you truly are." Winter assured him.

"I hope so." Peter said, barely convinced.

"So, what are you doing here?" Weiss asked her sister so they can change topics.

"I was asked by our father and the General to send in supplies so that Peter here could start working on serum to turn all those who was infected with Goblin's Oz Formula back to normal, giving us a better chance to win this war as soon as possible." Winter informed her.

"Great. Well, how long are you staying?" Weiss asked her another question.

"Classified." Winter simply responded.

"Of course." Weiss replied with a nod and smile in understanding.

Ruby and Peter look pensively around in the silence. "Well…this is nice…I think…" Ruby awkwardly said in the silence.

"Maybe I should tell a joke to-." Peter started talking.

"NO!" Both Schnee sisters strictly cut him off before he could finish his sentence.

Weiss turns her head excitedly back to her sister. "You're going to love it here! I know you travel a lot, but so much of Beacon is different from Atlas! Vale too…" She discreetly whispered that last part. "The government and school are completely separate! Can you believe it!? I-."

"I'm more than familiar with how this kingdom handles its... bureaucracy." Winter said before turning to her security. "Leave us." The AK-Xs obey, walking two steps backwards into formation as she sighs and smiles a little more warmly at Weiss. "How have you been?" She asked her little sister.

"Oh, splendid! Thank you for asking. I'm actually in the very top ranking of our sparring class! And the rest of my studies are going wonderfully, too! I'm-!"

Winter cuts off her sister by slapping her in the head, leaving a massive bump on it. "Silence, you boob! I don't recall asking about your _ranking_ , I'm asking how you've _been_. Are you eating properly? Have you taken up any hobbies? Are you making new friends?" She asked her sister again.

"Well, there's Ruby." Weiss said as she turns to Ruby.

"Heh, boob." Ruby giggled as she pushes the lump back into Weiss' head.

"And you've already met Peter." Weiss then turns to Peter right beside her.

"Who calls someone a boob?" Peter asked but no one answers him.

"I see." Winter said as she turns to Ruby. "So this is the leader you wrote of. How appropriately... underwhelming."

"Uh…Thank you!" Ruby said, a bit unsure with herself.

"Greetings, Ruby Rose. Like with Peter, I wish to thank you for taking an interest in my sister." Winter said to the leader of Team RWBYP.

"Oh! Uh, yes, of course!" Ruby said as she attempts to salute. "The honor is in my…court!" She said before nearly losing her balance with her gesture, waving her arms until Peter helps her back up, with the both of them chuckling with each other.

"I have business with the General and your Headmaster. But, seeing as I'm early, why don't you take me to your quarters?" Winter asked her sister.

"Really?" Weiss asked her to make sure she's honest.

The two Schnee sisters, along with a couple of androids, start walking towards the Academy. "Yes…I wish to inspect them and make sure that they are up to my personal standards." Winter said to her sister.

"Of course. Just so you're aware, the bunk beds only look unstable." Weiss informed her sister.

" _Bunk Beds_?"

The sisters leave, leaving only Peter and Ruby alone with a few Atlas androids, as the two of them wave goodbye behind them. "We'll catch up- I mean, We will…reconvene with you both…at a later…" Ruby pauses with her hand on her head, wracking her brain for the right word. "Juncture!" She said, raising her finger. "At a juncture. Yeah." She said, making Peter face palm.

"Let's just help out these Atlas drones transfer the shipment to my lab before you continue embarrassing yourself, okay Rubes?" Peter asked her.

Ruby sighed. "Alright."

* * *

In the courtyard, Weiss, Winter and the androids are walking by a few students before someone from behind, looking a little dizzy, sneak up behind an AK-200 and promptly decapitates one, before kicking its head towards the group.

"Hey!" The drunken man, said to get the Schnee's attention. "Yeah, I'm talking to you, Ice Queen!" He said, tossing the decapitated machine aside.

One of the automated soldiers advances, with their rifle raised, only for Winter to stop it from advancing. "Halt!"

"Excuse me! Do you have any idea who you are talking to!?" Weiss angrily asked the drunk man as she walks up to his face.

The man places his hand on Weiss' face. "Sssshhh. Not you." The man pushes her aside as he moves forward, causing Weiss to go, "Hey!", as the man looks at the irritated Winter. "YOU." A crow is seen perched on a lamp post before flying off and circling past the group. "Saw that gaudy ship of yours in town. I guess you're here, too."

"I'm standing right before you." Winter retorted.

The drunken man squints through his hazy state of mind to make sure. "So it would seem."

"You realize you just destroyed Atlas Military property." Winter told him.

"Oh, oh I'm sorry." The man sarcastically apologized. "See, I mistook this for some sort of… _sentient_ garbage."

"I don't have time for your immature games, _Qrow_." Winter said his name out loud.

"Wait, you two know each other?" Weiss asked as she walks up to her sister.

"Geez, you Atlas Specialists think you're so special, don't you?" Qrow asked her.

"It's in the title." Winter told him.

"Well, you know what you really are? A bunch of sellouts. Just like your boss." Qrow said, which starts to get on Winter's cold nerves.

"I'm not sure what you _think_ you're implying, but I've heard enough." Winter said, trying her best to control her anger.

"Oh I heard, too. I heard ol' Ironwood finally turned his back on Ozpin." Qrow said.

"Ozpin?" Weiss asked, wondering what Ozpin has anything to do with this conversation.

"Weiss, it's time for you to go." Winter shoves her sister aside.

"What-?"

"Listen to big sister, Weiss. She'll protect you. Just like Atlas is going to protect all of us from the big, scary Goblin, huh?" Qrow asked her.

"If you won't hold your tongue, then I will gladly remove it for you!" Winter said as she draws out her sword.

"Alright then…" Qrow slicks his hair back. "Come take it." He dared her.

A huge crowd of students circle around the two warriors as Winter charges at Qrow at an amazing speed, making several quick, but futile thrusts at Qrow's head as he swiftly bobs away from the blade, teasing her with several faces until he mockingly bows towards her. A downward strike is blocked by the base of Qrow's sword, right before he tosses it in the air and draws it towards Winter. The two openly clash blades as Qrow lands a downwards strike, and aggressively swipes at Winter, forcing her to do a series of back handsprings away from the great sword and eventually block it.

Ruby runs up through the crowd to check on Weiss. "Weiss! Peter said he sensed something happening here! What's going on!?" She asked the heiress.

"Some crazy guy just started attacking my sister!" Weiss told her.

"Oh no! Who would do such a th-!" Ruby then takes a closer look at Winter's opponent. "That is my uncle!" She happily said.

"What?!" Weiss asked.

"Kick her butt, Uncle Qrow!" Ruby yelled loudly to cheer on her uncle.

"Uh…Teach him respect, Winter!" Weiss cheered on her big sis to win the fight.

 **BGM-Dragon Ball Kai 2014- Theme of Piccolo**

Both Winter and Qrow parry each of their foe's strikes with rapid speed, but before the two of them could clash once again, Spider-Man suddenly appears right in the middle of the battlefield, casually grabbing both of their swords with his hands even though they were fighting at an incredible speed.

"IT'S SPIDER-MAN! HE'S OKAY!" A student from the crowd shouted, as everyone cheers on Spidey's name.

"Peter! Where did you…?" Winter asked as she tries to take out her sword from Peter's grip, but he's not budging.

"This kid was so fast that I didn't even notice him appear!" Qrow said, surprised at Spidey's amazing speed and strength to hold onto his own sword.

Spidey lets go of their weapons and turns to Winter. "Ms. Schnee. I was gone for like five minutes, and I already find you fighting against whoever this guy is." He said, pointing to Qrow behind his back. "And they call me childish." He said while crossing his arms, meaning that he's serious. Winter looks embarrassed and sadden as she puts back her sword. "In case you've forgotten, we're in the middle of a war thanks to a crazy, genetically altered madman from my dimension and threatens ALL OF REALITY! How can the smart, and devilishly handsome, Peter Parker work on the Anti-Goblin Serum with all this racket outside? We don't have time to squabble with a drunken mess!" He said.

"Hey! I'm standing right behind you, y'know!" Qrow shouted as he sheathes his sword.

"I'm…sorry, Spider-Man." Winter said while not looking at him in the face, because he is right that they have bigger problems to take care of.

"It's okay. I'm not angry at you." Spidey said as he puts his hand on her shoulder to comfort her. "Your boss, however, might be the exact opposite." He told her.

 **BGM Ends**

"SCHNEE!" And like clockwork, Winter looks behind her to see General Ironwood standing behind her, with Penny besides him as well.

"See? What did I tell you?" Spidey asked Winter.

"General Ironwood, sir!" Winter addressed her General.

"What in the world do you think you're doing?" Ironwood asked as she approaches Winter, with Penny by his side. The robot girl sees Spider-Man and the two wave at each other happily.

"He started the altercation, sir!" Winter put the blame on Qrow, who just casually puts his hands behind his head in a relaxed stance.

"That's actually not true. _She_ attacked first. Isn't that right, Spider?" Qrow asked the Webhead.

"Leave me out of this." Spidey told him.

"Is that right?" Ironwood asked, as he stares at Winter, who tries to think of an excuse and lie, but comes off short, looking down in shame. "And you." He turned to Qrow, who points to himself in mock confusion. "What are you doing _here_?" He asked the drunk.

"I could be asking you the same thing." Qrow said towards Ironwood.

"My hostility sense is tingling." Spidey said to himself.

"Now, now, everyone." They all turn to Ozpin and Glynda approaching them. "Like what Spider-Man said, we don't have time to fight amongst ourselves. We have bigger fish to fry if we want to survive." He said while swirling his coffee.

"Break it up, everyone! We will take care of this mess." Glynda glared at the four.

"Let's go." Ironwood said towards Winter, with the both of them leaving. Penny notices Ruby and quietly waves to her and Spidey, while the two of them wave back at her.

Ruby then leaps giddily onto Qrow's arm, shaking her legs in delight. "Uncle Qrow!" She said, hanging on Qrow's outstretched arm. "Hi. It's so good to see you! Did you miss me? Did you miss me!?" She repeatedly asked her uncle.

"Nope." Qrow said as the two of them share a grin, with him patting his niece's head.

Spidey stares at the two for a while, remembering how he and his uncle used to play around with each other when he was a kid before he shakes off the memories. "So, your Ruby's Uncle?" Spidey walks up to Qrow.

"Yep. And you must be that Spider-Man kid I've been hearing so much about…" Qrow then lowers his head closely to Spidey's face. "Including your alter ego." He quietly said to Spidey, aware of Peter's secret identity.

"How did you-?" Spidey asked him.

"Ozpin told me." Qrow cut him off.

Peter groans in an annoyed tone. "Damn it, Ozpin. It's called a secret identity for a reason." He said to himself.

"Anyways, kid, I like to thank you for taking care of my nieces while I was gone. I appreciate it." Qrow thanked the Webhead.

"Your welcome." Spidey said as he lowers his head, sadden, which Qrow takes note of. "Anyways, I have to see a guy about a thing. Later." And suddenly, Spidey dispersed in webbing, shocking Qrow on what just happened.

"What the…?! What the hell just happened?!" Qrow asked his unfazed niece.

"That was his clone." Ruby answering him.

"Wait. When could he do that?" Qrow asked her.

"Qrow!" Ozpin spoke up to get the Huntsman's attention, cutting off Ruby to tell him about Spidey's new powers. "A word, please."

"I think I'm in trouble." Qrow said to his niece, discreetly.

"Well, you almost did tear up our courtyard." Ruby told him.

"Yeah, I did." Qrow said with a wink and gives her a fist bump. "Catch ya later, kid." He then walks off to join the others.

Weiss then walks up beside Ruby with her arms crossed. "And suddenly, your recklessness makes sense."

"You're just mad because he whooped butt." Ruby said, nudging to Weiss' shoulder.

"If it wasn't for Peter, it would've been a draw, at best!" Weiss told her, but Ruby still has the grin present on her face.

* * *

 **Ozpin's tower**

Ironwood is waiting with his arms crossed while Winter is impatiently pacing about. Suddenly, a smirking Qrow, accompanied by Goodwitch and Ozpin, arrive in the elevator.

"What were you thinking!?" Winter angrily asked him.

"You're glad that Spider-Man showed up when he did! If you were one of my men, I would have you shot!" Ironwood also angrily told him.

"If I was one of your men, I'd shoot myself." Qrow said, pulling out his flask as the three enter the room.

"While I wouldn't _condone_ his behavior, retaliating like you did certainly didn't help the situation." Glynda said towards Winter.

"He was drunk!" Winter argued.

"He's always drunk!" Glynda replied, as the four turn to Qrow to see him drinking from his flask. His eyes widen when he notices them staring, and he holds the flask out to the side, looking at it awkwardly before grimacing.

Ozpin continues to stare at Qrow in shock, then sighs and sits down. "Qrow, why are you here?" He asked the drunk.

"You've been out of contact for weeks! You can't just go dark like that in the field!" Ironwood said to him.

"I'm not one of your special operatives, _Jimmy_!" Qrow retorted to him.

" _General_." Winter corrected him.

"Whatever."

 _'_ _Uh! Is this how you all behave when there is a crisis that needs our attention?'_ Suddenly, Madame Web appears right beside Qrow. "Continue acting like this, then we'll have ourselves a civil war before we can focus on the current universal war happening right now." She said to the group.

"Who is she?" Winter asked, as she never seen this person before.

"Her name's Madame Web." Qrow told her.

"Madame Web?" Winter asked.

Qrow groaned. "Seriously, who invited her?" Qrow pointed at the Schnee.

"Schnee, we'll discuss this incident back at my ship." Ironwood said to her after a moment of silence, all without looking at her.

"But sir!" Winter said, looking surprised.

"Winter. _Leave_." Ironwood emphasized that last part.

"Yes sir." Winter salutes her General and turns on her heel and gives the winking Qrow a dirty look as she exits via the elevator.

"Qrow. How do you know about Madame Web?" Ironwood asked the Huntsman.

"She started talking inside my head a few days ago, making me think I was drunk. She said I should come to Beacon as soon as possible. Said she has something to tell us." Qrow replied to the General.

"And what might that be, Madame Web?" Ozpin asked the spider mystic.

 **BGM- Sonic Adventure OST- The Past**

"This…" Madame Web then uses her powers to seemingly teleport the four of them floating above a ruined and flaming version of Vale, with the Goblin Army ravaging through the city and fighting against the Huntsmen and Huntresses from across the world. They also see a giant, blue vortex opening up in the sky, as a mysterious green energy shoots out from a Hellcarrier ship right through it and all of Remnant, slowly transforming everyone in the multiverse but the people in Vale and New York into goblins. Ozpin's group all look in horror at what they are seeing below.

"W-What is this…" Glynda asked, with her eyes widening at all the destruction and chaos.

"This is the future that I saw of your world through the Great Web before Peter teleported both himself and Osborn into your world." Madame Web calmly explained to them.

"Our future?" Ironwood turned to the old mystic.

"A HIGHLY possible future, to be more specific." Madame Web said. "To be clear, this isn't how the war will end, but it does get pretty nasty by its climax."

"How…This…This can't be real…It can't…" Glynda said, kneeling down on their floating platform. Suddenly, they all turn to see something crash down a tall building not far from them.

"Hey. Isn't that the Schnee Dust Company building here in Vale?" Qrow asked everyone.

"It was." Madame Web said to him.

Then, they all see something moving from all the rubble, where immediately a dark figure rises up from it and is floating in the air next to a helicopter thanks to his red-and-dark wings. The humanoid creature has rough black skin, with bone-like spines along its body, including a white external skull, rib cage and rows of dorsal spikes. Its skull also has two red eyes.

"Is that…?" Glynda stands up from the floating platform.

Ozpin nodded, already knowing what she's about to say. "Goblin."

They see the Goblin laughing, laughing harder than he had ever had before. **_"PEOPLE OF REMNANT, I HAVE THE DIREST OF NEWS! YOU…HAVE ALL FAILED! I…HAVE FINALLY WON! ALAS, THE GREAT GOBLIN KING…HAS FINALLY DEFEATED HIS GREATEST FOE!"_** He said, showing the cameras from the helicopter a burnt up Spider-Man mask in his hand, causing the Goblin to laugh manically.

Ozpin's group are very disturbed and horrified that Goblin appears to have killed Spider-Man during the ends of the war. Having seen enough, Madame Web teleports them back to Ozpin's office, but the look on their faces still say that they couldn't believe what they say.

"Like I said before, that wasn't how this battle will end out, BUT, it does appear that, whoever side wins or loses, one things for certain: Spider-Man is going to pay the ultimate price during this conflict." Madame Web said to them.

"No…Peter…" Ironwood clenches his fist in rage, closing his eyes and looking away from his allies.

"I don't believe that! I refuse to believe that!" Glynda raised her voice, but it doesn't appear to faze Madame Web at all. "Out of everyone in this room! Out of everyone in this world! Peter shouldn't be the one to die!"

"I agree." Qrow said before turning to Madame Web. "You said that there's a high chance our future could lead into that! Is it possible that we can change it before it's too late?" He asked the mystic.

"That is why I came here to inform you all about this." Madame Web answered him. "If we act now, we could change this world, and all other worlds from this dark future. But it'll still be a difficult challenge, especially when our opponent is Norman Osborn." She told them.

"I agree." Ironwood said.

"Geez, and I thought the things Salem had with her were fear, but this…" Qrow said, can't believing that Goblin is truly more of a threat, and even scarier than Salem could ever be.

"Should…we tell Peter about this? That if he continues fighting the Goblin, he might eventually die in the process?" Glynda asked them, but they all seem unsure about what to say.

"I don't think that'll be a good idea, Glynda." Ozpin answered her after a moment of silence.

"Knowing Peter Parker the way I do, the boy will continue to fight against the Goblin, no matter what we say. The only difference is that it might cause him to be a little more reckless and unfocused." Madame Web added.

"And besides, Peter already has much on his mind already." Ozpin said as he stands up from his chair.

"What do you mean?" Glynda asked him.

"Peter is the type of kid that will take responsibility for even the tiniest little incident that is related to him in any way. The boy already blames himself for having his DNA being used for villainous deeds by Goblin, along with accidently sending the both of them into this dimension." Ozpin started explaining things to Glynda. "The White Fang being turned into goblins. The attack on the Schnee Dust Company Headquarters. The Mistral explosion. Everyone and everything that has been either touched or killed by the Goblin, Peter blames himself for it."

"But…none of that wasn't his fault, though." Ironwood told him.

"Yeah. And despite being the one who brought Osborn here in the first place, no one in the whole WORLD is blaming him for this world, and that's surprising considering the world we live in today." Qrow said.

"No one is blaming Peter, but Peter himself. He is a wounded soul who constantly hides behind his humor." Madame Web told Qrow. "There is a reason why I said he holds the burden of a king is because whatever happens that is remotely related to him, he blames himself for it."

"And the fact all our fates rest on his shoulders and his shoulder alone must be extremely overbearing for him already. Telling him that there is a high probability he might fail will surely demoralize him." Ozpin said, with Glynda, begrudgingly, understanding what he meant.

"Can't believe it." Qrow said while crossing his arms and leaning next to a window. "We're supposed to be the ones who protects the world from evils no one even knows about, and yet we're all relying on a kid from another world, who I can already tell has been through a lot in his lifetime." He said while looking out into the window.

"Everyone looks up to Spider-Man. We see him as our guardian. A symbol of comfort. But in this case, just one guardian won't be enough to win the day." Ozpin said to his fellow peers.

"So then, what would you suggest we do?" Ironwood asked the Beacon Headmaster.

"I suggest we find our _second_ guardian." Ozpin tells him.

 **BGM Ends**

* * *

 **Ironwood's Airship**

It's the middle of the afternoon, where General Ironwood's massive airship is floating in the blue sky with no worries whatsoever. Inside the ship, there are dozens of Atlas troops and soldiers walking across the halls, checking and making sure nothing is out of the ordinary. A green Atlas Soldier is seen walking alongside his fellow peers, until he moves away from the group and towards one of the prison cells they hold their criminals. This soldier quickly swipes his card on the control panel and unlocks the door, where inside is a table, with a small cube sitting right on top of it containing gas, but this isn't some ordinary gas, as evident with a face forming right in front of the Atlas Soldier.

"Hello, Vapor. It's been a while." The Atlas Soldier greeted the only woman member of the U-Foes in her cube prison.

"Great. Another stupid solider. What do you want from me this time?" Vapor asked the soldier.

The soldier grin in front of her. "Your freedom." He said, which confuses her.

"My freedom? I don't get it. An ordinary human tool wants to help me?" Vapor asked from her cell, not believing a word from the soldier.

"Of course. After all, I was the human who gave you your powers in the first place." The soldier said with his grin still present.

"You…" Vapor thinks about it for a second before recognizing the voice. "Your Norman Osborn? The Green Goblin?" She asked him.

The soldier takes off his helmet to reveal himself as Norman Osborn, with the reddish-brown hair and everything. "In the flesh." He said with a grin.

"Why are you here? How did you infiltrate this ship without security knowing?" Vapor asked Osborn.

"Please. Compared to S.H.I.E.L.D.'s Helicarrier, infiltrating this ship was child's play. When I was in, I was able to hack into their security monitors, knocking out their alarms. That way they won't notice me talking to you right now." Osborn explained to her. "And to answer your first question, I need the U-Foes to help me win this war."

"Why? From what I've heard, you apparently have the powers of a God. Why need our help?" Vapor asked him.

"Don't you want revenge against the people that put you here in the first place? Like the Spider and his fan club?" Osborn offered her.

"Yeaaaaaah."

"Then, come with me. Together, you and the rest of the U-Foes will become even stronger, and then you can have your revenge against all your enemies." Osborn said.

"Alright. Alright. Just get me out of here already." Vapor urgently said to him.

Osborn grinned as he puts on back his helmet and grabs a similar looking cube filled with gas from his pocket and replaces it with the one containing Vapor. He opens up the cube, releasing Vapor back into the open air. "Aaaaaahhhh! Much better!" She said while stretching her non-existent legs, glad that she's out of that prison.

"No time to relax, Vapor. Now, I want you to transform into sleeping gas and knock out all the human soldiers on this ship." Osborn ordered her. "In the meantime, I'll use my power to short-circuit the robotic drones on this ship. It shouldn't be too hard for a powerful genius like me." He said, as he looks at his right hand, which charges up with electricity.

"On it, Osborn!" Vapor said before she sneaks outside into the hall and immediately goes through the air duct, transforming into sleeping gas and sending her fumes all over the ship, knocking down all the human soldiers, causing them to go asleep. At the same time, Osborn charges up an electricity shock on the floor, sending his energy through the conduits and short-circuiting all the drones that are left standing in the massive ship. At that moment, Osborn and Vapor were able to simultaneously knock out all the soldiers without a single alarm ringing.

"Well, that was easy." Vapor said as she reunites with Osborn from the air ducts.

"Let's hurry and retrieve the others! It's only a matter of time before they wake up, or a certain wall-crawler pops up!" Osborn said menacingly, as the two of them run through all the different prison cells on the ship.

First up to bat was X-Ray, who is trapped in a lead-lined cell while also being cuffed by some power inhibitors created by the Atlas Military to weaken his powers. Osborn and Vapor stand in front of X-Ray's cell, with Osborn using the same card he used to free Vapor to also free X-Ray, with the tyrant using his incredible goblin strength in human form to destroy his power inhibitor. "Man, am I so glad to be out of that dump!" X-Ray said as he walks out of his cell.

"Come on! Let's keep moving!" Osborn said, as they run up to Ironclad's prison cell, which is made of Vibranium from the broken Ultron bots back from Goblin's former island, making it impossible to break through even if he didn't have the power inhibitor weakening him. "Today's your lucky day, Ironclad. You've been released early under the King's orders." Osborn grinned, releasing Ironclad from his prison cell.

The big, metal man walks out of his now former cell, cracking his metal neck sideways. "Finally! I was getting bored in there!" Ironclad said.

"Now all we need is Vector." Osborn said.

"I hear he's in the prison cell not far from here! We should move!" Vapor said to Osborn.

"Agreed. I can already sense somebody approaching the ship. Let's not waste any more time!" Osborn said, getting a nod from the three U-Foes members before they run towards Vector's prison cell.

* * *

Somewhere else on board the ship, General Ironwood, Winter, Penny, and a few other Atlas troops and robots arrive on board and notice all their soldiers that were already onboard were knocked down.

"W-What happened here?" Penny asked, looking a little scared.

Winter immediately walks up to one of the knocked down soldiers and checks on their necks before letting out a sigh of relief. "Anything?" Ironwood asked the Schnee.

"He's alive. That means I can safely assume the rest could be said for everyone else on board." Winer informed her superior.

"Good." Ironwood said before turning towards his men. "All of you! Secure the ship! Make sure everyone is okay! That's an order!" He commanded them.

With a salute towards their general, the human troops and robots run around the ship to see if everyone is okay. "Would could have done this without us knowing?" Penny asked the General.

"Only one man is smart enough to get through our defenses without security knowing…" Ironwood said.

"Osborn." Winter said as he eyes sharpen in anger, remembering her last encounter with the monster a few months ago.

"But, why would he be here?" Penny asked.

Ironwood thinks for a second before getting an unsettling realization. "The U-Foes! He must be freeing the U-Foes!" He said before getting a call from one of his men on deck.

 _"_ _General! We have confirmation that three of the four U-Foes have escaped their cells!"_ One of his Atlas soldiers told him through the communicator.

"Three? I'm guessing that the last one is Vector, then!" Ironwood said before turning off communications. "If we hurry, we can stop Osborn before he leaves with the U-Foes! Let's move!"

"Right!" Both Winter and Penny said at the same time, with the three of them running towards Vector's cell.

* * *

Somewhere in front of the ship filled with windows, Osborn's group managed to arrive and find Vector behind his prison cell, with his powers being restrained by special gauntlets that refrain him from using his telekinetic powers. "Vector! We have much to discuss!" Osborn said as he frees the leader of the U-Foes from his restraints.

"I'm sure we do, Osborn!" Vector said, recognizing Osborn's voice. "Thanks for freeing me from those accursed restrains." He thanked him while rubbing his hands.

They five of them all hear footsteps getting closer and closer to where they are at. "Hurry!" Osborn uses his powers to create a portal below them. "This portal will take you back to my castle! Hurry!" He said before he slowly walks away from his team. "I'll deal with these pests! He said as the U-Foes escape through the portal, and just in time too, as Ironwood, Winter, and Penny arrive to see them escape.

"They're gone!" Penny pointed out.

"Soldier! I demand an answer on why you didn't stop them!" Ironwood shouted for answer from his 'loyal soldier,' who just grins happily in response.

 **BGM-Dragon Ball Super OST- Zero Mortal Plan**

In that instant, Osborn breaks out of his armor and transforms into his Goblin form, surprising the three of them. **_"You're not in the position to demand ANYTHING, pathetic knock-off of Nick Fury!"_** Goblin said towards the General.

"Osborn!" Ironwood shouted at the green menace.

"It's been a while, Osborn!" Winter said as she draws out her sword.

 ** _"_** ** _Ahh, Ms. Schnee. I see you're still alive. Allow me to remedy that for you!"_** Goblin said, slamming his fists together.

Winter points her sword right at him from her spot. "I've been waiting to pay you back for last time, you freak!"

 ** _"_** ** _Fool! Have you not noticed that I have gotten STRONGER since the last time we've met? Even back then, you were still no match for me! Remember…"_** Goblin slams down his hand to the floor, conducting electricity through the floor and over to their location, electrifying them until they are on their knees. **_"With that attack, I was able to short-circuit any communication device you have on hand! That way, NO ONE will come to your rescue, not even the Webhead!"_**

The three visitors from Atlas stand up from the ground, angrily staring down at Osborn. "Don't think we can't take care of ourselves, ugly, because I'm combat ready!" Penny said, bringing out her swords, ready for combat. "You almost killed my friends, Ruby and Peter! I'll never forgive you for that!" She shouted at Osborn.

 ** _"_** ** _So, you are also friends with Parker, I see! Then, I assume you already know his little secret?"_** Osborn asked the little robot girl.

"Yeah, after you put Peter in the hospital, my dearest friend Ruby told me all about it!" Penny said, getting in fighting position.

 ** _"_** ** _Those who are connected with Parker will BURN by my hands personally! I will make sure of that!"_** Goblin said as he covers himself in flames.

Ironwood takes out his revolver and points it at Osborn. "You're going to have a tough time, doing that Osborn! Don't think I've forgotten how you almost destroyed my ship a week ago!"

 ** _"_** ** _Don't worry, General! I'll make sure to take down this ship, ALONG WITH YOU THREE AND YOUR ASHES!"_** Goblin roared as he lungs right at three warriors as they take their stance, even though they are fully aware they stand no chance against him but will try their best anyways.

 **BGM Ends**

* * *

 **Beacon Academy, Peter's Lab**

While the Green Goblin is currently demolishing Ironwood and his small team a board his ship, Peter, wearing a lab coat and goggles, is currently working on the Anti-Goblin Serum in his lab, using the high-tech equipment thanks to the Schnee Dust Company, as well as numerous Dust boxes that are free for him to use.

"Okay, let's try this again." Peter said to himself, mixing a couple of chemical liquids with the Dust and pours it into a sample of some of Goblin's DNA that Peter took from the tyrant back at Mt. Glenn. After mixing the solution completely, he sets it down in a machine to centrifuge it, and while that happens, he checks his computer for any changes, but gets nothing, as the solution breaks downs and turns into nothing. "Ugh, again…" Peter groaned before he takes out the now empty solution vial. At the same time, someone knocks on his door. "Come in!" Peter shouted as Ruby walks into the room, and is surprised to see all the lab equipment scattered all over the place, each with a different use for the serum.

"Whoa. Well, somebody's been busy!" Ruby said as she carefully walks around all the high-tech equipment.

Peter puts up his goggles. "You have no idea." He said as he wipes his hands clean. "So, what do you need, Rubes?" Peter asked her.

"Just checking up on you. How's the process on the cure?" Ruby asked him, causing him to frown.

"Ugh, not too good, I'm afraid." Peter said as he walks back to the computer, where the screen shows Osborn's DNA structure constantly changing with every second. "For an evil genius, I can't help but admire Osborn's work. This stuff is incredible. Thanks to his ISO-OZ Formula, Norman's DNA structure is nothing that I've ever seen before. It's constantly changing with every second, to almost no end even. Unfortunately, though, it also makes it harder to create a cure to reverse the effects." He explained to Ruby as he starts typing on his computer.

"How come?" Ruby asked him.

"Without something like the ISO-8 to stabilize the mutation, I can't create the perfect cure without it breaking down or not changing at all. I've tried like 30 attempts in the past hour but all of them are failures. I can barely get 10% done without something going on within his DNA." Peter said before pinching his nose.

Ruby hugs him to try and comfort him. "I'm sure you can do it. You're the only one who can. You just got to keep trying."

"Yeah, I know." Peter said, but his frown still hasn't turned upside down. Suddenly, his spider-sense starts tingling, causing him to spring up from his chair, startling Ruby for a bit.

"Is everything all right, Pete?" Ruby asked him.

"Something's…Something's wrong at Ironwood's ship. I-I can _feel_ it." He said as he transforms his clothes into his Spider-Man costume thanks to his Aura Costume Change.

"Wait. You can tell from here? Is this one of your new powers?" Ruby asked Peter as he grabs his Iron Spider backpack.

"We can question that later! Right now, Ironwood's in trouble! You coming?" Spidey asked his friend, who takes out her scythe.

"Ready when you are!" She said with a smile.

* * *

 **Back at Ironwood's ship**

 **BGM- Marvel vs. Capcom Infinite OST- Thanos Theme**

Osborn is pummeling both Ironwood and Winter with his destructive power, sending both of them flying to the floor. But before either of them could get up, Goblin appears and slams both of their heads to the ground repeatedly until he lifts them up close to his face. **_"You know, General, you really do remind me so much of Nick Fury when I look at you this close. Too bad you don't have the eyepatch. Allow me to remedy that for you."_** Goblin said with a grin on his face.

"Leave him alone!" Winter shouted from Goblin's right arm, trying her best to break free from his grasp.

 ** _"_** ** _Ah, and Ms. Schnee. Your attitude reminds me so much of Maria Hill, but you have a similar position to that of Black Widow. What a nasty combination."_** Goblin said to her. Before he could attack them any further, he is shot in the back by Penny's sword blast, causing him to release his captives from his grasp. **_"Little girl. I'm giving you this one, and only chance, to give up and leave with your life. Otherwise, I will break you like a toothpick, from the inside out."_** Goblin offered her a choice without turning around to face her, but he can tell she's not moving from her spot at all.

 **BGM Ends**

"As long as people don't ever give up, there will always be hope. That's what Peter said to the world on that day. As long as I don't give up, I won't lose and surrender to you." Penny said with a determined face, causing Goblin to flinch in anger.

She then starts charging right up to Osborn with her thrusters on and attacks him with her swords from the air, but Goblin mysteriously vanished before she could swipe at him. As she slowly takes a few steps back, Goblin appears right behind her, with his eyes blaring red hot with flames. **_"Die one thousand deaths!"_** He shouted, as he performs the Raging Demon on Penny from behind her back. But since Penny never performed a lot of evil deeds in her life, she wasn't killed immediately, but it did leave her daze and confused for a bit, giving Goblin enough time to impale her right through her robotic chest with his hand, causing her to gasp in pain as her inner wires start to short circuit. **_"Messatsu."_** Goblin said with his sinister eyes. Ironwood and Winter couldn't do nothing but watch in horror as Goblin blast Penny's body away, leaving pieces of her body on the floor, along with her head still intact. Goblin slowly stands up straight, not giving a damn on what he just committed. **_"Worthless piece of junk."_** He said as he spits on some of her remains.

"MURDERER!" Ironwood roars in anger and dashes towards Osborn, only for him to get slapped away, knocking into Winter in the process.

 **BGM-Dragon Ball Super OST- Inescapable Fear**

 ** _"_** ** _Hmph. What an idiot! Did I not give her a choice to leave while she still can? Her death was well deserved!"_** Goblin said, as he powers up a fireball from his palm and points it straight at Ironwood's direction. **_"I look forward to killing you, Ironwood! Then, I will do the same to Nick Fury, and the rest of my enemies until they've all been vanquished! Prepare for your end!"_** He hauntingly said to them. As he was about to fire his attack on the two defenseless warriors, he sees something approaching the ship from the window. **_"Hmm."_** He takes a closer look, only to see Spider-Man in his Iron Spider Armor flying towards the ship as he also holds Ruby in his arms. **_"Parker?!"_** He shouted as Spider-Man and Ruby crash through the window, with Ruby using her scythe to hit him in the head while Peter uses his new powers and takes out his short claws from his fingers and delivers an uppercut from his chest and into his face, knocking him across the giant room.

"Peter! Ruby!" Winter shouted their names as she stands up from the ground, clenching onto her left arm.

 **"** **Don't worry, Winter! We got this one covered!"** Spider-Man said as he takes fighting positon.

Goblin gets up from the ground and stares down at Spider-Man. **_"Heh! Finally! I've been expecting you to show up for quite some time now!"_** He said with a smile.

 **"** **Goblin! The fun in this dimension never ends I see!"** Spider-Man said towards his nemesis.

 **BGM Ends**

 **BGM- Dragon Ball Z Kai OST- Requiem ~To Those Who Meet Their End~**

Ruby joins Spider-Man to help him out, only to notice Penny's remains not far from her position. "Penny…" She quietly said as she drops her scythe to the ground and runs up to Penny's lifeless head. "PENNY!"

 **"** **Penny? Where's…"** Spider-Man turns to Ruby's direction, where he sees her falling to her knees and starts crying as she holds up Penny's head in her hands. **"No…She's not…She can't…"** Spidey shakes his fists in anger that he was too late to save his friend from Goblin's wrath. He then angrily turns his head over to Goblin, who has his hands crossed and grins happily at the boy. **"Osborn, you bastard! Look what you've done!"** He yelled at Goblin from his position.

 ** _"_** ** _Is my handiwork never appreciated?"_** Goblin asked before he laughs to himself. **_"You should have killed me before I became immortal, Parker. I assure you, that was your only chance into ever stopping this mistake from ever happening."_** He said to Spider-Man.

 **"** **THEN I'LL FINISH IT, RIGHT HERE RIGHT NOW!"** Spidey said, style changing into his Spider/Other style form and powers up his blue, godly aura.

 ** _"_** ** _Not yet, Peter. The fun has yet to begin. Besides, we're still WEEKS away until the Day of Reckoning begins."_** Goblin calmly said to Peter.

 **"** **Day of Reckoning? What's that?"** Spider-Man asked the lunatic king.

 ** _"_** ** _It's the day when my plans will finally succeed. It's the day when I finally take over the multiverse. It's the day when you finally DIE!"_** Goblin said, getting a shock reaction from both Spidey and Ironwood. Ironwood specifically, as he remembers the future world Madame Web showed him and his other allies, where the Goblin has pretty much won and killed Peter.

 **BGM Ends**

 **"** **You've been saying the same thing, over and over again in the past, Osborn! What makes you think this plan will actually work and I actually die, huh?"** Spider-Man asked him, still filled with anger and still taking a defensive position.

Goblin laughs to himself for a bit. **_"Prepare yourself, Peter. I have put all my years of HATRED to you into this. This is my ultimate plan."_**

 **"** **Shut up, Osborn! I'm sick and tired of you putting the people I love into your crazy schemes! The fact that you've involved this entire, innocent world into our battle has already set me over the edge! We're settling things NOW!"** Spider-Man shouted at him.

 ** _"_** ** _Do you really think this is the proper place for an epic battle? If you are truly serious, then wait until we meet again on the Day of Reckoning! There we will see the iron behind your words!"_** Goblin said before he starts to disappear in a portal he created under him.

 **"** **NO! GET BACK HERE!"** Spidey uses his amazing speed to catch up to Osborn, but was still too late, as the tyrant fully disappeared without a trace. **"OSBORN! GET BACK HERE, YOU COWARD!"** Spidey shouted for his name, but knows very well that he is not in the area any more.

"Peter! That's enough!" Ironwood shouted from his behind as he holds onto his stomach in pain. "He knows you will not give it your all since you are concerned for our safety, as well as for the civilians below. For now, let's rest up and regroup." He said, which was enough to calm Peter down as he switches back to his ordinary armor style.

 **"** **I…understand."** Peter reluctantly agreed. He then turns his attention over to Ruby, who is still grieving over the loss of Penny. He slowly walks up and kneels down to the friend he calls a sister. Peter takes off his helmet and removes his mask to reveal his face and hugs his friend to comfort her. "Ruby…I know how hard it feels to lose a friend. I've been there, multiple times in fact. And each time, it never got easier for me. My Uncle Ben, Ben Reilly, Gwen Stacy and her father Captain George Stacy, and Harry Osborn. I've lost them all, still thinking about them to this day. But…I know they wouldn't want me to continue crying over their deaths. They would want me to stand back up. They would want me to continue fighting until my last breath. And if I can do it, you can too." He calmly told her, as he can see the tears slowly disappearing from her eyes. "And besides, unlike the others, I can bring Penny here back to life. With her head still intact, I can rebuild her as good as new." He tells her.

Ruby sniffs a few time before staring at Peter in his eyes. "Really?" She asked him, with small tears still present in her eyes.

Peter gave her a comforting smile. "Of course. You're talking to the kid whose as smart as Tony Stark and Reed Richards, from what I've been told that is." He said, getting a giggle from Ruby. He then helps her up to her feet. "Don't worry. Everything will be okay. I promise Osborn will pay for what he has done. So don't cry anymore…." He said while wiping away the last few tears from Ruby's eyes. "Penny wouldn't want you to see you like this. You got to be tough. Show Goblin that nothing will break you, no matter the pain." He said to her.

"Right." Ruby said with a nod and determined smile, back to her old self again.

"That's my favorite, inter-dimensional little sister! Up high!" Peter raised his hand in the air, as the two of them high five each other.

 ****Both Ironwood and Winter smile at the two of them being happy. "Peter certainly has a way with words. I can see what Weiss sees in him." Winter said.

"He's definitely a good kid. I'll have to tell Nick Fury that if I ever get the chance to meet him." Ironwood said as he crosses his arms. He then walks up towards the two little heroes. "So, what should we do now? If we want to stop this 'Day of Reckoning' from ever happening, we need to find Osborn's main headquarters right away and end this."

"Way ahead of you, General. In fact, I might have a good idea where his base is right now." Peter said to them, getting a gasp from all three of them.

"Really?! How?!" Ruby asked him.

"I'll tell you once we regroup with Ozpin back at Beacon. I promise, because now Goblin has just made this battle personal. And I'll make sure he'll be sorry that he ever met me." Spidey said as he clenches his fist in the air.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Okay, thanks to my trusty nano-spider tracers, I might be able to locate Goblin's main party house.**

 **Ozpin: Do you have an exact location, Peter?**

 **Spider-Man: It appears to be on some island in the north of Vale.**

 **Glynda: An island on the north of Vale? That's the island of Vytal!**

 **Ozpin: It would make sense for Goblin to make his base of operations on that island. Just wished we knew sooner.**

 **Qrow: But now we know. That means we should attack when he doesn't expect it.**

 **Ironwood: We're leaving tonight! We're going to take down the Goblin, once and for all!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Calm Before the Storm_**

 **Ruby: Watch out, Goblin! Here we come!**

* * *

 **KFX here: R.I.P. Penny, you'll be missed. Anyways, I hope you all enjoyed this chapter. The last few paragraphs teared me up when writing it, I tell ya. But don't think we're heading to final battle territory yet. We still have WAYS to go before we enter the final battle. And no, for anyone wondering, Thanos, Dormammu, and Galactus will not appear in this story. The heroes have enough to deal with right now. With that said, see ya in the next chapter. And I'm still interested in some fan art inspired by this story, in case you are still wondering.**


	60. Vol 3 Issue 3: Calm Before the Storm

_Vol 3 Issue 3: Calm Before the Storm_

 **Beacon Academy, Ozpin's Office**

"Wait a minute. Are you telling the truth? You ACTUALLY know where Osborn is staying at?" Glynda asked Peter. He, Ruby, Winter, and General Ironwood are currently talking with Glynda, Ozpin, and Qrow over at the Headmaster's office, after just coming back from their brief battle with the Goblin over at Ironwood's ship, which ended with Penny's death.

"Yep. With this." Peter said, taking out a tiny, white spider tracer from his pocket, showing it off to everyone that's in the room.

"What's that? Some sort of bug tracer?" Qrow asked the kid genius.

"A SPIDER tracer." Peter corrected the Huntsman. "More specifically, a Nano-Spider-Tracer." He said.

"Nano-Spider-Tracer?" Ruby asked with a confused look.

Peter happily nodded in response to her question. "I injected these tracers when I uppercut Norman's chest back on the airship. These new spider tracers that I've built are much smaller than my old ones. So small, I can add them to my new talons and inject these babies to a person's bloodstream without them noticing, allowing me to track and pinpoint their current location with my Webware from just about anywhere in the kingdom with a G.P.S. signal! I can even boost the signal so that way I can track him down from anywhere in the entire world using the world's satellite dish!" He explained to his allies.

"But Peter, we TRIED using our satellites to track down the Goblin ever since we found out he was here in Remnant, but we still couldn't find him, even with our most advanced tracking devices." Ironwood informed the boy.

"Then it's a good thing I also modified the tracers to also emit a signal that I can listen and follow using my spider-sense." Peter retorted. "If I fly around the kingdom for a bit in my Iron Spider Armor, my spider-sense would tell me if I'm in proximity to the tracer or not. I doubt even Norman can cover this new signal with whatever jamming device he has back at his base." He finished explaining to his allies, who all seem really impressed with his smarts.

Qrow whistled while leaning on Ozpin's desk. "Wow. I never knew you were THIS smart, Pete. It's no wonder Ruby here has been getting good grades lately. I almost thought it was impossible to teach her anything that didn't involve fighting monsters." He said, which causes Ruby to giggle in response.

"It's a gift." Peter said with a small smile.

"A gift that will help give us the edge in beating Osborn." Ozpin said from his chair.

"You should start tracking down Osborn as soon as possible, Peter. We need to find out where he is hiding and put a stop to his plans." Ironwood said while clenching his left fist.

"Already on it, General! I'll leave right away!" Peter said as he runs towards the elevator.

"Good luck!" Ruby happily waved at him as he enters the elevator, giving her a thumbs up before the door closes. "Be careful." She said with a slight frown.

* * *

 **Somewhere off the coast of the Kingdom of Vale**

 _"_ _Anything?"_ Ironwood asked Spider-Man through his armor's communication systems. Spidey is currently flying underwater in the ocean, using his AquaShadow Style Change to keep himself invisible to any sort of satellite radar.

 **"** **Not yet. But I'm getting close. My spider-sense is telling me I should be just about…"** He then stops his jet boots while underwater. **"Here."** He said before swimming upwards and putting his head out of the ocean. **"My spider-sense is telling me this should be far enough. Any closer and I might get detected."**

 _"_ _So, what do you see?"_ Winter asked him through his comms.

Spidey looks around his area a few times, only to find nothing except for a small island. **"The only thing I see is an island not far from where I'm floating."**

 _"_ _An island?"_ Ruby asked through his comms.

 **"** **Yeah. The one that's north of Vale."** Spidey told her.

 _"_ _Wait a minute! You mean THAT island?"_ Glynda asked him to make sure he's correct.

 **"** **Uh, what do you mean by that?"** Spidey asked her, confused on what she's getting at.

 _"_ _The island you are looking at, Peter, is called the island of Vytal."_ Ozpin told him.

 **"** **Vytal? You mean like the Vytal Festival?"** Spidey asked to make sure he's following on what Ozpin is talking about.

 _"_ _Correct. You see, Peter, at the end of the Great War, the four kingdoms of Remnant negotiated and declared peace on that very same island. That is also where the concept of Huntsmen academies was first proposed."_ Ozpin explained it's little history to Peter.

 **"** **Huh? How come I'm only learning about this now?"** Spidey asked.

 _"_ _Well, maybe if you actually come to classes on time, you wouldn't be asking that question."_ Glynda said to him, a little annoyed judging from her voice.

 _"_ _In any case, do you see anything, Spidey?"_ Qrow asked to get the hero back on topic.

 **"** **No. I don't see anyone or anything on the island. I'm not picking up a sound even, but my spider-sense is telling me I'm floating not far from Goblin's base. Wait! Let me try something!"** Peter said, getting an idea. **"Jarvis, adjust eye lenses' frequency to see invisible objects! Anything that's being warped by light and sound!"** He ordered his AI to do, and in a micro-second, Spider-Man's lenses turn green and looks back at the island, only this time his eyes widen at what he's observing. **"Holy…Uh, guys! You're seeing what I'm seeing, right?"**

* * *

 **Ozpin's Office**

Everyone is watching what Peter is seeing through a hologram from Ironwood's Scroll, and they too are very shock at what they are looking at what appears to be a very tall tower complex with a menacing dark green/black color scheme and a menacing looks watchtower, with the name "OSCORP" plastered in the center of it.

"Whoa…" Is all Ruby could say as she continues to stare at the dark castle-like tower.

"THAT's where Osborn's been hiding this entire time? It almost nothing I've ever seen!" Winter said.

"And to think it was right next to us this entire time. Completely invisible to any of our radars." Ironwood said while putting his hand under his chin.

 _"_ _Not to mention it looks SO much like the Oscorp tower back at my dimension. I guess Osborn was getting pretty homesick that he had to build another of these eyesores here."_ Spider-Man spoke to them from their Scrolls.

"Peter. Is it possible that you can hack into the tower's defenses from where you're floating at?" Ironwood ordered him to do.

"And risk of him getting spotted and shot at?" Glynda angrily retorted back at the General.

 _"_ _For once I agree with Glynda. It's already pretty risky being so close to his castle. I might be able to hack in, but I'm gonna be much more prepared than this."_ Spidey told them.

"In which I recommend that we storm the place. Tonight. Attack Goblin while he doesn't expect us coming. This might be our only chance to ending this war as soon as possible." Qrow suggested.

 _"_ _And hopefully get whatever ISO-8 he has stored there for the Anti-Goblin Serum."_ Spidey added.

"What do you think, Professor Ozpin?" Ruby asked the Headmaster, who is deeply thinking to himself for a moment for an answer.

"Hmmm…" Ozpin grunted. "I'll be lying and say that I think this is too risky and a bit too easy that we found his tower this soon. But, given the present circumstances, we have no other choice but to attack right now, and end this unneeded conflict before other worlds get involved in our fight." He finally gave an answer after being silent for a bit.

"Finally! Something we can agree on!" Ironwood said.

"I recommend we attack this midnight. That'll give us enough time to prepare and plan our attack." Winter suggested.

"Agreed, Winter." Ironwood said.

"For now, Peter. Leave that place right away and come back to Beacon." Glynda suggested to the Iron Web slinger.

 _"_ _Good. This place is starting to give me the creeps. And at least this way I can continue working on that Anti-Goblin Serum."_ Spider-Man said, as they can hear him flying back to Beacon at top speed underwater.

"Speaking of which, how's the progress on that cure?" Ozpin asked him.

 _"_ _Ugh, not too good. There's so much I'm still learning about Osborn's new formula that doesn't involve the ISO-8 component at all. I can barely get 10% done without the thing constantly changing, making my previous anti-catalysts ineffective from the start."_ Spidey sadly informed them.

"Just keep working on it, Peter. If anyone can do it, it's you." Ironwood encouraged him.

 _"_ _I'll see what I could do. Spider-Man out."_ Spider-Man said before ending his transmission.

"In the meantime. Ruby, you should go back to the rest of your teammates and get ready for tonight." Ozpin suggested to Ruby before Qrow stepped in.

"Whoa! Whoa! Hold on a second! I don't want my nieces to get any more involved with that creep Osborn!" Qrow angrily argued with Ozpin.

"Uncle Qrow, it'll be alright. I promise." Ruby assured her uncle, who looks back and sees her determined face. "We fought against Goblin multiple times already. We know what we're going up against. And I want to payback Osborn for what he done to Penny."

Qrow can tell from her niece's silver eyes that she's not going to change her mind, no matter what he says, so all he does is sigh and then smiles. "Okay, you can come. But only if I come along too. I also owe Goblin a little payback for messing up my shirt the last time we fought. C'mon…" He gives her a pat on the back. "Let's head to your dorm and meet with your sister, huh?"

"Okay!" Ruby replied with a smile, as the two head towards the elevator and leave the office.

"I should go and check on my sister, if that's alright with you, sir." Winter said towards her General.

"Go. I'll get things ready for the assault at Goblin's Castle. Even if we don't beat Goblin tonight, we should at least try our best and destroy his castle. Hopefully, that'll delay his plans for his Day of Reckoning for a bit, giving us more time to finish him off once and for all!" Ironwood said.

"I hope so, James. I really hope so." Ozpin said to himself, still worried things might go south with this plan.

* * *

Two hours later, in an elegant twilit pavilion area of ivy-covered pillars, rounded archways, and lion-decorated fountains, Weiss and her elder sister Winter are sitting at a simple table with a plate full of croissants and strawberries. Winter is sipping from her teacup as Weiss repeats the news she was just told.

"So Peter was able to find Osborn's hideout?" Weiss asked her elder sister, who just put down her teacup on the table.

"Yes. Along with your team, the military plans to attack him and his castle starting at midnight, hoping that we can end this war and retrieve any of the ISO-8 back from him as soon as possible. It's fortunate that Goblin hasn't been giving it his all during your recent battles; otherwise your team may have been crushed weeks ago." Winter said to her little sis, causing Weiss to sigh and look down dejectedly. She then grabs her sister's hand reassuringly, "Weiss, you've done…well, out here, on your own. You should be proud. I'll be honest, it was quite amusing seeing Father's face the day you left for Beacon!" She said with a smile.

"I can't wait to show him what I learned!" Weiss said with a smile while straightening herself up, crossing her arms.

"Oh? Then what do you think you've learned?" Her elder sister asked her.

"What do you mean?" Weiss asked while not directly looking at her sister. "I'm getting better and better with my glyphs! I've even started _Time Dilation_!"

"And what of your Summoning?" Winter stared intently at her sibling.

"I…" Weiss sighs and looks away. "You know I can't."

"Don't be ridiculous. Every Schnee has the ability to summon. We have for generations." Winter told her sister.

"I've tried!" Weiss said while splaying her hands as she exasperatedly cries. "It's just…it's the _one_ thing I've been having trouble with!"

"We Schnees are unique. Unlike many, our Semblance is hereditary. But that doesn't mean it will come easily." Winter then lifts her hand to summon a small, elaborate glyph over her palm. "Your Semblance is like a muscle. The more you practice with it, the stronger it will become. But if you only focus on one aspect of it..." The glyph expands suddenly in a bright flash, causing Weiss to turn away before looking back up in awe at the white-and-blue Beowolf now at her sister's side. "If you fail to test the limits of what you think is possible, then you'll never truly grow." She said, causing Weiss to smile at this display of power she hopes to achieve.

* * *

"You'll never beat me, old man!"

"You're nothing but talk, kid!"

"You can do it, Ruby!" Yang cheered her sister on, as Ruby and Qrow are playing a video game involving ninjas in their dorm room at Beacon, with one of the pixelated ninjas decapitating the other, declaring Qrow as the winner, with him grinning in victory and Ruby lowering her head in shame.

"Ouch." Yang whispered to herself.

"And by the way, don't ever call me old." Qrow said to her little and young niece.

"My turn!" Yang pushed her sibling out of her spot as she grabs the spinning controller from the air.

"Now, where was I?" Qrow asked as they begin a new game.

"You were telling us about your last mission!" Ruby said as she pops up from behind the two players.

"Right, right..." Qrow said before resuming his story. "I'd come across a small village in the swamps west of Mistral. Right off the bat, I knew something wasn't right."

"What were you doing there?" Ruby asked him.

"I needed information." Qrow continued with his story. "Tired from battling Grimm along the way, I decided to start my search at the town's inn. The place was crawling with lowlifes and thugs, even a few Huntsmen that I could only assume had been hired by less-than reputable people for less-than respectable jobs. And that's when it happened."

"What happened?" Yang asked, getting more intrigued by the story.

"I was defeated... by the mere sight... of the innkeeper's skirt length!" Qrow said with a grin, before getting interrupted by a thrown dog-head pillow, which he deftly catches much to Yang ire, since she lost the game to his uncle.

"You are the _worst_!" Yang angrily said to him, causing Qrow and Ruby to laugh at her anger.

"Best two out of three?" Qrow asked.

"So, Uncle Qrow, did you get in trouble with Ozpin?" Ruby asked him as she seats herself on Weiss' bed.

"Nah, me and Oz go way back. We're cool." Qrow replied, waving off the question.

Yang scoffed. "Cool for an old guy."

"Not funny." Qrow said, looking a little mad.

"So, what are you doing here anyway? I thought Dad said that you would be on a mission, for like... ever." Ruby asked her uncle.

"Well, a professional Huntsman like myself is expected to get results, as soon as possible." Qrow told her as he gets back into the game.

"Yeaaaaaah, I get that." Ruby said with a laugh. "We're pretty much pros, too."

"Oh, really?"

"Psch, yeah! Read the news sometime. We totally saved Vale while you were gone." Yang told him.

"Funny, because I heard Vale suffered a massive goblin attack after you almost managed to stop a train. Not only that, the kingdom was almost wiped out if it wasn't for your boyfriend." Qrow said as he wins the game, leaning over to his niece's face as she scowls. "But they don't give out medals for _almost_."

"They do, and it's called _silver!_ " Ruby resolutely said.

"Well, with Peter's help, we did drove Goblin away for a bit. And now that we know where his castle is at, we can end this war once and for all." Yang said with a determined smile.

"Sure, you may be _acting_ like Huntresses, but you're still not _thinking_ like one. You really a teenage superhero from another dimension, his four girlfriends and their friends could truly end a war that threatens all of reality?" Qrow asked his nieces.

"I don't think we can. I KNOW we can." Ruby said, as her face suddenly became more determined.

"Anyone can win a fight. It's when the going gets tough, when there seems to be no chance, THAT's when it counts!" Yang quoted one of Peter's inspiration words back during their time at Mt. Glenn.

"Huh? Who told you that?" Qrow asked his niece.

"Peter said that to us. It's the reason why we are all confident we can win this war." Ruby told him.

"Peter, huh…" Qrow said to himself before turning away from his nieces. "That kid's been through a lot if he gave you some great words like that, hasn't he?" He asked them, causing them to lower their heads in sadness.

"You have no idea." Ruby said while shaking her head, still not looking at his uncle.

"Peter lost so many close friends and relatives ever since he was a baby." Yang said to his uncle while looking sadden.

"Like who?" Qrow turns his head over to his nieces.

"His parents, his friends…" Yang started off talking.

"Even his uncle, in which he blames himself since he could've stopped his death much sooner." Ruby said, remembering how she and the rest of her teammates looked through Peter's memories weeks ago, thanks to Madame Web.

"I see…" Qrow said before staring at through the window. "So that's why he looked so sad this morning when he saw you and me together. We must have reminded him about his times with his uncle." He said.

"Mmm-Hmm." Ruby sadly nodded in response.

"Poor kid." Qrow said, feeling sincere for Peter. "Someone like him in this age shouldn't have to go through this much pain and suffering. And now he blames himself for being the catalyst for this new war, since Osborn is using his DNA to power up his army. Let's just hope the equipment Ironwood and your friend Weiss got for him will be enough to turn this battle to our favor." Qrow said to them.

"You…know the General?" Yang asked as she and Ruby exchanges looks with each other.

"Hey, I know everybody to some extent. Remember, you're talking to a member of the coolest team that graduated Beacon!" Qrow said in his usual joking demeanor. He reaches behind him into one of his pockets and pulls out a photo lined with stains and age of four figures- himself, Raven Branwen, Taiyang Xiao Long, and Summer Rose - as Yang's eyes widen and he sighs in remembrance. "Hah, Team STRQ…"

"Hey! One of Peter's friends from his dimension has the last name, Stark!" Ruby told him.

"And I'm pretty sure he's a cool guy, just like your parents. We were pretty well known back in the day." Qrow said.

Well known for crummy fashion sense!" Ruby said.

"Hey, we looked good! And I have a number of _inappropriate_ stories to back that up!" Qrow said, wiggling his eyebrows suggestively, but notices Yang continuing to stare at the picture and puts it away. "But, I'll save those for when you're older."

"Oh, gross!" Ruby recoils in disgust.

Qrow gets up and starts walking out. "Anyways, I'm too old to be hanging out with a bunch of kids. You're gonna cramp my style." He said, pausing in the doorway and sighs before addressing his family, Ruby and Yang looking up to him and Zwei sleeping on Blake's bed. "Look, just remember that you've still got a long way to go..." He then turns around and holds a finger up to express his seriousness. "And don't think for a second that graduating means you're done." He hitches a thumb over his shoulder. "Every day out there is worth a week in this place. You two, you're gonna go far. But only if you keep learning; if you _never_ stop moving forward…" He then lets out a small smile. "Just like your friend, Peter." He said before exiting down the hall.

* * *

 **Peter's Lab**

Back at his lab, Peter is still at work, trying to create a formula to neutralize Goblin's ISO-OZ formula, with minimal success. So, in the hopes of trying to find a cure soon, he called upon a friend to help him out.

"Aaaand, it's done!" Blake said as the machine finished centrifuging another sample of Osborn's DNA. Like Peter, Blake is wearing a white lab coat with goggles to help protect herself from any chemical hazards. "Remind me again why I'm here? You know I'm nowhere near as smart as you. Couldn't you just used one of your clones to help you?" She asked Peter as she hands him the test tube for him to try and cure of the OZ Formula.

"Because two reasons. One: Making multiple clones of myself isn't going to help find a cure any faster. That, and I hate talking to myself any more than I usually do." Peter said as he places the centrifuged test tube in a machine and pours in a chemical compound to let the machine start mixing it at a fast pace, while he checks his computers and solid holograms from his Webware for any changes in the DNA structure. "And two: I'm getting kind of lonely here, with Weiss hanging out with her sister, and the other two girls hanging out with their uncle." He said with a frown, causing Blake to lower her head, now in understanding. "Besides…" Peter looks at her happily. "You look great in the lab coat." He said with a smile, causing her to look away from him while blushing.

"Ugh, thanks." She said, still with the blush present.

"Uhhh, come on! Again! This is like the 50th attempt in the past hour!" Peter angrily shouted, as his computer tells him that his chemical compound didn't make a difference in the formula.

"Does this stuff actually have a cure? What did Osborn put in his formula anyways?" Blake asked her partner.

Peter puts up his goggles and squints his nose. "Let me show you what I've found out." He then turns to his Webware and switches his holograms to show the expanding DNA structure of his, Osborn's, and the Grimm's. "We know that Osborn used both his and my DNA for his formula, including the DNA from that Grimm Dragon he injected into himself that allows him to control the Grimm of the world. All of which is possible thanks to the ISO-8." He explained to Blake, who has her arms crossed while she listens to him.

"Yeah. We already know that much." Blake said to him while shrugging.

"It gets worse." Peter said before turning his attention back to his holograms. "Even when you're not including the ISO-8, this new OZ formula of his is much more advanced than any of his previous formulas that it's almost perfect."

"How come?" Blake asked him.

"Jarvis detected some unknown alien chemicals that were thrown into his new formula." Peter told her. "After going through some of Reed Richard's notes that I have downloaded into my Webware, I've found out that the chemicals Osborn was using were Kree, Skrull, and the High Evolutionary origin." He said, showing her images of the Kree, the Skrulls, and the High Evolutionary.

"Oh my…" Blake said while staring at each image of the alien race and the High Evolutionary. "You guys actually have aliens back in your dimension?"

Peter nodded with a serious look in his face. "Yeah. With tech and chemicals much more advanced than anything you can find on Earth or Remnant, especially when they're from the High Evolutionary, a villain from my world, who is also a master geneticist that rivals or surpassed Reed Richards in that category."

"But…How did Osborn get a hold on these high-advanced chemicals and tech?" Blake asked him.

"S.H.I.E.L.D. had them stored in their Helicarrier whenever they attacked the planet, but Osborn blew up and sank that ship deep into the Hudson River." Peter said before thinking to himself, with his hand under his chin while he does so. "He must have known what he was planning on that day. He spent months during his time in prison thinking of ways to perfect his formula using those chemicals, and that was before the Pulse happened and spread the ISO-8 all across the world. He must have escaped during that time and spent even more weeks experimenting with the ISO-8 with his already new-and-improved formula."

"What are you saying?" Blake asked him.

Peter turns to her with a serious look. "I'm saying that Osborn made this new formula to be absolutely perfect. Incurable. That way not even the likes of Reed Richards or Hank Pym could find a cure. Even if they did, it would still take them months before they could finish it."

"And we don't have months, especially when this 'Day of Reckoning' you told me about is weeks away, according to Goblin. Even then, it's really hard to believe what that guy ever says is true." Blake said to him. "But, is it true that not even your world's smartest might not be able to find a cure in time?" She asked him with concern.

"Reed Richards or Hank Pym might not. But I'm sure I could at a much faster rate." Peter said.

"Really?"

"Of course." Peter said as he starts typing on his computer. "You're talking to the kid who created his own web fluid and spider tracers when he was 15. Even Hank Pym said I might be smarter than him if I was able to create similar tech that took him years to create for his helmet. Not only that, I've been Tony Stark's intern for months, working with him closely on his armor and tech, and I've just about read every book and notes recorded by Reed, Pym, and even Dr. McCoy during my pass time. If I only got my hands on some of the ISO-8, I might be able to create a cure within a week or two as opposed to a couple of months."

"T-That's…That's amazing!" Blake said with joy and happiness. "You mean to tell me you can perform something in weeks that might take your world's smartest months to develop?" She happily asked him.

"Yeah, basically." Peter said, not sharing the same enthusiasm as his lab partner. "Reed Richards have his way of solving things. I have my own ways." He said with a grin as he continues typing on his computer. "Anyways, I think we should stop for today. I need to finish some other small projects before prepare for tonight's party." He said, referring to the assault at Osborn's Castle.

"Agreed. I'll see you in a few hours." Blake said as she takes off her lab coat and goggles, setting them down on an empty chair. She then walks over next to Peter, who is in the middle of his holograms, moving around images of Webware and blueprints of Penny's body, and kisses him slightly in the cheek, which catches him slightly off guard.

"What…was that for?" Peter asked while touching his cheek, confused on why she kissed him like that.

"That's just my way of saying good luck." Blake replied with a warm smile on her face.

"Thanks." Peter said with a smile, as he turns back to his work while Blake leaves the lab.

* * *

Back in the pavilion, a caterpillar is slowly inching around on the edge of a fountain at Weiss points her Myrtenaster at the ground, creating a rotating glyph made of blade symbols with Winter behind her, appraising the effort.

"Excellent form! Now think to your fallen foes! The ones who forced you to push past where you were, and become who you are now." Winter instructed her little sister, as the glyph flickers on and out of existence and Weiss grimaces in concentration. "Think of them, and watch as they come to your side."

Weiss does all she can to make the wobbling circle follow her will, but eventually dismisses it and stomps the ground angrily. "I can't!"

Winter then slaps Weiss' head. "Stop doubting yourself!" She shouted at her.

"I'm trying!" Weiss turned to face her sister.

"If this is what you call trying, then you have no hope of beating Goblin, let alone succeeding as a Huntress!" Winter said to her, causing her to growl and attempt once more to create a summoning glyph, gritting her teeth until Winter places a consoling hand on her shoulder. "Emotions can grant you strength. But you must never let them overpower you." Winter advised her sister, as the attempted glyph flickers and fades once more, though neither of them pay it any attention. "Look, once we beat Goblin and end this war, how about you explore Remnant after you graduate, discover more about the world and honestly, more about yourself." She again advised her sister, allowing her a moment to absorb this new information. "It's time we should get ready." She gives her sister a hug, which is returned.

"It was really good to see you, Winter." Weiss said, breaking off from the embrace.

"Same here. Now come on, we have a goblin to snatch." Winter said with a smile, with Weiss nodding in response.

The two Schnees walk out of the pavilion and go in opposite direction, neither of them noticing the caterpillar coming across a miniature, brightened version of a familiar-looking broadsword before disappearing into icy sparkles.

* * *

 **A few hours later at Beacon**

 **BGM- The Avengers Movie OST- Performance Issues**

It's only just a few minutes away until it strikes midnight over at Beacon Academy. Everyone but a few students are still up this late in the hour. Peter, wearing his costume, is still in his lab, making a few adjustments to his Iron Spider Armor before looking at the time, putting on a determined look and pulls front his mask.

* * *

Back at his dorm room, the rest of his teammates are also gearing up for the upcoming battle, wearing the same clothing they wore back when they were tracking down clues about Goblin, and when they first confronted and fought the monster. As they finish gearing up and walk out the door, they are greeted by their friends over at Team JNPR, who are also ready and are coming with them for the assault at Osborn's tower. Both teams share a determined and serious nod at each other before they walk out of the halls. They walk through the courtyard and stop at the landing point, where Ozpin, Glynda, Qrow, Winter, and Ironwood meets them, with behind the adults is Ironwood's main airship, ready to leave at any time.

 **BGM Ends**

"He's late." Ironwood said with his arms crossed.

"Sorry! Sorry!" They all look above to see Spider-Man swing and land right in-between the adults and kids. "Had to finish up some things. But, uh, anyways. Web-Warriors! Are you all ready to take down Goblin?" He asked his Remnant allies.

"Are we seriously calling ourselves that?" Weiss asked him with her arms crossed, not liking the name 'Web-Warriors.'

"Guess I still gotta work on that name, huh?" Spidey asked while rubbing the back of his head, embarrassed.

"Most definitely." Yang replied.

"By the way, Peter. Where's your armor? Shouldn't you bring that with you for this fight?" Ruby asked while looking around for his armor or backpack.

"Don't worry. I have it right here." Spidey said, slightly raising up his Webware up to his chest. With the press of a button from his Webware, numerous small, blue cubes surround Spider-Man, getting an awe from his friends and allies. "Materialize! Iron Spider Armor!" He shouted, as parts of his armor materialize and attach themselves to him, giving him his full armor, and getting a "Wow!" from his adoring audience. **"Heh! Cool, right?"** Spidey asked them within his armor.

"What did you do? What was that?" Winter asked him.

 **"** **I call it Matter Waves. Using special concentrations of repulsor energy, I can form any type of tangible objects materializing from my Webware."** Spidey started explaining while showing off his Webware to her. **"I took this idea from Iron Man whenever he summoned his Proton Cannon from out of nowhere. Being his personal intern, of course, I made some adjustments to my armor so that way I can materialize it directly from this beautiful piece of hardware."** He said, as he presses another button from his Webware, de-materializing his armor and back into his Webware. "You can materialize almost anything with this: a snowboard, a vacuum, ski. Just any normal household object you can think of. And this was all possible, WITHOUT the use of Dust." He finished explaining to them, getting a much louder "Whoa!" from his allies.

"Again and again, you just keep on impressing us with the types of technology you can create, Peter." Ozpin said as he slowly walks up to him.

"Parker Industries…" Weiss suddenly, and sneakily whispered to him in his ear.

"I'll keep that in mind." Peter said before she walks away back to her team.

"Oh man! I wished I had my own Webware to do that with my weapon!" Ruby excitedly said out loud.

"Yeah! Same here!" Jaune said, sharing the same enthusiasm as Ruby.

"Then it's your guys' lucky day! Viola!" Spider-Man stretched out his left arm, materializing a few Webware devices stored in his own device and tossing them to each of his friends and allies, each having a matching color scheme that matches the user.

"Our very own Webware!" Pyrrha said, putting on her own wrist device on her arm.

"So cool!" Ruby said while she excitedly puts her on, shaking with enjoyment.

"I promised that I would make you guys your own Webware, didn't I? This way, we can communicate with each other without the risk of someone like Ultron hacking in and listening in our conversations." Spider-Man told them.

"Wow…" Glynda said, putting a couple of solid holograms right in front for her to touch and actually shake and grab with her hands. "This is…incredible!" She said with a happy smile.

"And it matches my favorite colors too!" Qrow said while looking around his new wrist device.

"Okay! We wasted enough time here!" Ironwood started talking to get everyone's attention. "You can all mess around with your Webware in the ship! We need to leave immediately so we can stay on track! You all hear me?" He asked them.

"Loud and clear, Jimmy!" Spider-Man saluted to the General.

"General!" Winter corrected him with a slight hint of anger in her voice, as she repeated this to Qrow this morning.

"Whatever!" Spider-Man retorted while crossing his arms, causing both Winter and Ironwood to sigh in tiredness, while Qrow just laughs out loud.

"We'll stay here and protect Beacon while you're gone. Just in case Goblin and his army might show up right up our doorstep." Ozpin informed his students.

"Good idea, Professor." Ruby said to him.

"Don't worry. We'll go in, kick Goblin butt, and be back before breakfast. We promise." Yang said as she lays her hands behind her head in a relaxed stance.

"Hope you kept a receipt on that promise." Blake said to her with a smirk.

"Alright…" Spider-Man started talking, putting up a fist bump straight into the air while in front of his allies, "DEFENDERS ASSEMBLE!"

Everyone looked at Spider-Man strangely for a moment before Ren spoke up before anyone, "What was that all about?"

Spidey turned to him. "Well, since Weiss didn't like the name Web-Warriors, I was like 'Hey! How about we call ourselves the Defenders, even though I'm sure there's a team like that back on Earth?'"

"Eh, I like it." Weiss said with a small smile.

"Same here!" Nora added.

"Hmph." Ironwood smiled before he starts heading towards his airship. "Alright, Defenders! Let's move out!"

"See? Even Ironwood likes the name." Spider-Man said as the rest of the team, except Ozpin and Glynda, start walking over to the airship with Ironwood.

"Well, it does have a nice ring to it." Ironwood admitted.

"I never thought you saw anything as 'nice.'" Qrow said to the General.

"Shut it, Qrow!" Ironwood retorted back at him.

"I'm just saying," Qrow said with a shrug.

"Boys! Boys! Stop arguing with each other! No wonder you two don't have any girlfriends!" Spider-Man said to them, but only receives an angry look and a slight growl from both Qrow and Ironwood as they continue walking inside. "I'll shut up now." Spidey said, putting up a finger to further express his statement, while his friends laugh at his expense, with even Winter chuckling a few times as well before the door closes and the airship leaves for the skies above, heading towards Goblin's Castle.

"Good luck to you all." Ozpin quietly said as he and Glynda stare at the ship flying into the nightly sky, heading into enemy territory.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Knock knock, Gobby! We found your house, and now we plan on making a house call!**

 **Ruby: Uh, Spidey. Who are these guys?**

 **Spidey: Wait, that's Venom, Doc Ock, and…Green Goblin? But he's back into his regular, pumpkin throwing attire! Why is that exactly?**

 **Yang: How about we question that, AFTER we take care of Oni here, and he doesn't seem too happy we're here.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Storming Goblin's Castle (Part 1)- Old Enemies_**

 **Spider-Man: This is one, messed up family reunion.**

* * *

 **KFX here: We have a two-parter coming up, where the heroes are gonna raid Goblin's Castle in hopes of taking him down and retrieving any ISO-8. Will they succeed? I doubt it, but let's wait and see how things unfold anyways. See ya in the next chapter.**


	61. Vol 3 Issue 4: Storming the Castle Pt1

_Vol 3 Issue 4: Storming Goblin's Castle (Part 1)- Old Enemies_

 **Up Aboard Ironwood's Airship**

 **BGM- The Avengers (2012) OST- Helicarrier**

High above the kingdom of Vale, multiple Atlesian Airships are en route to Goblin's Castle, located at the island of Vytal, where they plan to raid and destroy his headquarters, and hopefully stop the Goblin for good. While they wait until they reach their destination, Ironwood and Winter are giving Team RWBYP, Team JNPR, and an unfocused Qrow a small tour of the airship, passing by numerous Atlas troops and androids with weapons in their hands.

"As you may all know, the Atlesian airships are some of Atlas' best-crafted ships in recent years, thanks to our partnership with the Schnee Dust Company." Ironwood told the group as they continue walking through the interior of the ship. "Thanks to the use of Dust, we are able to stay aloft above the clouds for an indefinite amount of time. We are even armed with forward-facing laser batteries that can shoot down enemy battleships in a single shot." He said, getting an impressive "Whoa!" from the kids, except for Spider-Man and Qrow, who don't seem that impress as they just roll their eyes.

After walking for a bit, they arrive at the bridge of the airship, where multiple Atlas troops are standing behind some work stations, checking the status of the ship. "Here we have is the bridge, where we display any navigational information regarding our current destination." Winter started informing the group. "This is also the place where we pilot and command the ship's weapons." She said, getting a "Wow!" from the kids, except for Spidey, who just shrugs in silence.

"And with multiple ships like this headed towards Goblin's Castle, along with numerous soldiers ready on each deck, we'll be able to pierce through his defenses and destroy his castle in no time flat!" Ironwood said, acting all proud and mighty of his battleships.

"Wow! So cool!" Ruby said, all excited at what these airships are packing.

"Wow! I am not impressed!" Spider-Man said nonchalantly with his arms crossed.

"You're kidding, right?" Winter asked while Spider-Man walks up to the main work station and starts typing on the holo-keyboard. "What are you doing?"

"Does the ship have retro-reflective panels?" Spider-Man asked her and the General.

"No." Winter replied.

"An intercontinental ballistic missile?" Spider-Man asked them another question.

"Uhhh…" Ironwood tried to mutter an answer that they don't but couldn't.

Spider-Man then ducks down, opens up a control panel and starts tinkering with it. "Any radar cloaking capabilities that can turn the ships invisible?" Spidey asked while he makes some modifications to the ship's control panel.

"No, we don't." Ironwood embarrassing replied as Spider-Man finished tinkering with the control panel and stands up to face the General.

"You do now." He said, pressing a button on the holo-keyboard, turning all of Ironwood's ships invisible from the outside, as evident with a display of the invisible ships from a hologram screen.

"What did you do?" Jaune asked him.

"I tinkered with the ship's systems to give it the ability to cloak using the Dust, causing the other ships to follow suit when I did so. Now no one can detect us, giving you guys the better chance of surprising your foes undetected." Spidey replied.

"And all that under a minute?" Nora asked him.

"Remember, I'm a superhero and a science major. Besides, this ship is nowhere near as advanced as the S.H.I.E.L.D. Helicarrier." Spider-Man said while patting the top of the control panel.

"Excuse me?" Ironwood asked, sounding a bit angry from that comment.

"No, I'm serious. The Helicarrier back in my world was designed by Tony Stark, Reed Richards, and the mutant Forge. Some of the smartest people I know. And while I'll admit, this ship is impressive, but compared to the Helicarrier, it's…very outdated." Spider-Man told him.

"Ouch. Right in the pride." Qrow said before chuckling a bit.

Ironwood sighs while he face palms. "Let's just go discuss our attack plan before you continue mocking my ship, okay Spider-Man?"

"Mocking? I was just stating my opinion." Spidey told him. But before he could continue talking, Weiss angrily grabs him by the hand and drags him out the door while everyone else follows them to the meeting room.

 **BGM Ends**

* * *

 **Meeting Room aboard the airship**

 **BGM- Spider-Man: Friend or Foe- Helicarrier Hub**

The Defenders all sit around a roundtable in the meeting room of Ironwood's ship, ready to discuss on how to properly attack Goblin's Castle.

"Alright, General. We're all here and accounted for." Winter said, standing next to the General/Headmaster of Atlas.

"Okay." Ironwood said as a hologram of Goblin's Castle appears in the middle of the table. "In the next 15 minutes, we'll be arriving at Goblin's Castle. That gives us enough time to think of a plan on how to storm that castle, collect any of the ISO-8 Osborn has stored in there, and blow up that huge eyesore." He said.

"Okay, so how do we pull this off? I'm pretty sure that castle is heavily armed with weapons more advanced than anything we have in this world." Qrow asked the General while putting his feet on the table.

"I have just the plan for that." Ironwood said, switching the holograms to show his airships. "While my ships handle any enemy air forces and our ground troops handle the base of the castle, a small team lead by Spider-Man will infiltrate the castle, try to find any of the ISO-8 located inside, and shutting down the castle's weapons and defenses system while the enemy is distracted with our outside resistance."

"Aw man. And I was so hoping to take it a little easier during this mission." Spider-Man spoke up.

"According to you, this tower's exterior is very similar to the Oscorp tower back in your dimension, and with luck, that would mean the interior of this tower should be very similar as well, making you the perfect leader for this infiltration." Winter informed him.

"True. The fact that Osborn still decided to put the 'OSCORP' sign plastered on front of his tower does show off his creatively skills." Spider-Man responded.

"Once the tower's defenses are down, the rest of the Defenders will back you up to fight against Goblin, hopefully with any of the ISO-8 in hand. I'll stay up here to command the troops and finish off any remaining enemy forces." Ironwood informed them.

"What about the U-Foes, and the other villains from Earth?" Blake asked the General.

"Well, while I can't say much about the villains from Earth, we do have a way to properly attack the U-Foes, in case they escaped." Ironwood brings out a special type of bullet from his pocket to show off to the team. "We have these 'Inhibitor bullets' made of highly experimented, and concentrated Dust that the military and the Schnee Dust Company created specifically for the U-Foes, after scanning their DNA patterns. When shot at them, they should weaken their powers, making it easier for you all to defeat them."

"But, if they are working with the Goblin, there's a good chance they have been infected with his ISO-OZ formula, rewriting their DNA structure, making it harder for these bullets to work on them." Ren spoke up.

"Then I guess we'll have to improvise on the spot." Yang told him.

"Exactly." Ironwood said.

"Wow. This reminds me SO much of the time me and my friend Sonic raided the doctors' base at the White Acropolis." Spider-Man said, remembering his recent, inter-dimensional adventure.

"How well did that turn out?" Ruby asked him.

"Uhhhh…" Spider-Man goes into deep thought, remembering how he and his mobians friends fought the Sinister Six, beat them, almost got killed by the ISO-Emperor, and how it started to invade New York City, almost destroying Manhattan. "Can we change topics?" Spider-Man asked while pointing his finger into the air.

"NO!" Everyone in the room retorted, causing Spidey to groan.

"So to review: Distract Goblin's forces, shut down the tower's defenses, find any of the ISO-8, and hopefully beat Goblin and his goons with their power." Pyrrha recapped the plan.

"That sounds about right." Qrow casually replied.

"You make it sound it'll be easy." Spider-Man said to Ruby's uncle.

"Who said I am?" Qrow asked him with a grin before drinking from his flask.

"Ugh, why do I have this weird feeling that you and Wolverine will be best pals?" Spider-Man asked himself.

While those two are talking to each other, Ironwood has just finished talking to one of the Captains over at one of his airships. "Alright! We're almost at our destination, so get into position and follow the plan! Hopefully before sunrise, this mess will be dealt with permantely. Good luck everyone!" He said to his fellow Defenders as they leave the meeting room.

 **BGM Ends**

* * *

 **The Outskirts of Goblin's Castle**

All eight of Ironwood's airships are a mile away from Goblin's Castle, armed and ready for anything as they start the assault, firing lasers from the airships at the invisible tower, knocking down its cloak and force field. As retaliation, the tower starts to light up with weapons and starts shooting at the invisible Atlesian airships, taking them out of stealth mode, and slowly from underwater, eight of Goblin's own Hellcarriers rises the ocean floor, sporting a black/green color scheme, with the Goblin symbol plastered on each side of the gigantic airship. All airships on both sides start to throw all their weapons at each other, and while that is happening, they send out mini-battleships from their hanger decks to attack one another, with explosions erupting everywhere in the air. On the ground, a couple of Atlesian troops, led by Winter, Qrow, and Team JNPR start the ground assault in front of the castle's doors, clashing with Goblin's robotic and organic forces. It is an all-out warzone that can be seen from miles away, with each group not showing any sign of stopping.

 _'Hahahaha…'_ Goblin is heard laughing from his castle's loud speakers, loud enough for everyone in the battle zone to hear. _'You fools must all have a death wish? Witness this magnificent castle and its battleships, built by the hands of a genius, and soon, your new ruler! It's power…UNMATCHED throughout the multiverse!"_ He said before he goes on another laughing tangent.

 **BGM-Sonic Heroes OST- Egg Fleet**

Standing on top of Ironwood's airship, four teenage girls, led by a hero from another dimension, stand tall and by each other's side, narrowly staring their attention towards the 93-feet tall castle in front of them. The girls get their weapons out, as Spider-Man walks in front of them all, checking on his web-shooters before putting on back his gloves.

"Alright Goblin, let's get this party started!" Spider-Man said with a serious tone of voice, leaping back a few feet away from his team and creates a very long and stretched out web slingshot while getting the right trajectory and angle towards the middle of the castle. "Ready?" He asked his friends.

"Ready!" The girls replied, moving to the back of the slingshot with Spider-Man joining in last, and with the use of Weiss' glyphs, they rocket themselves from Ironwood's ship with blinding speed and fly through the explosion-filled air zone, while effortlessly dodging all the rockets, missiles, and lasers. "Wow! We're flying way high!" Blake said while looking down to the ocean from 50 feet in the air.

"Better not fall!" Ruby told them while she dodges a missile using her gun to shoot herself away.

"Come on, this is nothing! Let's keep moving!" Spider-Man said to them. He then senses a missile coming right behind them, so he quickly webs it up and throws it right at the middle section of Goblin's Castle, damaging the walls a bit, leaving several cracks as they are approaching it. "Yang!" He looked overs to Yang.

 **BGM Ends**

"Got it!" She said with a smile, charging up a repulsor charged fist from her gauntlets. As they are a few feet from the damaged wall, both Spider-Man and Yang put all their strength in one punch, and successfully breaks through the 50th floor of the homogenous tower. "Woo-hoo! We made it!" She happily said with a fist bump into the air.

"Can we do it again?" Ruby excitedly asked Spider-Man.

"I can't believe that actually worked." Spider-Man said, as he wasn't 100% sure that plan was going to work.

"I can't believe we're not dead! Seriously, that has to be the craziest thing we've done yet!" Weiss said while dusting off the dust from her clothing.

"But it worked, didn't it? Nobody knows we're inside the castle yet." Blake said her.

Just as soon as she said that, Spidey's trusty spider-sense started tingling. "You might want to take that back." He told her, as they all get into fighting positon from the sight of a couple of infected White Fang members, Ultron Sentries, Goblin Guard androids, and Spider Slayers, surrounding the heroes.

"Intruders! Get them!" One of the Goblin Goons shouted out, pointing their weapons straight at the young heroes.

 **BGM-Marvel vs. Capcom Infinite OST- Battle Theme #1**

"Intruders? What are you talking about? We're here to delivery your pizzas!" Spider-Man said to his enemies. "Speaking of which, who's the one who ordered pineapples for their toppings? Was it your, mister?" He asked a goon, webbing up his face before swooping himself towards the goon and a couple of robots, kicking them away. "Because let me tell ya, having pineapples on your pizza is just plain evil!" He quipped, sweep kicking a few goons to the ground and using his stingers and talons to tear down his robotic opposition to pieces.

"Instead of pineapple, how about I recommend some anchovies?" Yang asked as she punches the ground around here, dazing her enemies for a bit, giving her enough time to punch them away with her shotgun gauntlets. She also grabs the arms of one of the Ultron bots and swings it around, defeating more and more of the enemies' forces.

"With some sliced up bacon strips!" Ruby quipped while slicing a couple more robots using her scythe and speed.

"Don't forget the salami!" Blake also quipped, using her Semblance to create a fire clone, blowing away a few goons and robots.

"And a nice, cold drink to end it all!" Weiss, for once, quipped while using her glyphs to pass through the remaining goons with her rapier in front, freezing them in the process, finally clearing out the first wave of baddies. "Oh my god, I'm slowly starting to act like Peter and Yang now." She suddenly realized that Peter's and Yang's influence are starting to rub off on her.

"And you make us so proud." Spidey said, and without looking, punches one last Goblin Goon coming from behind him, knocking him down to the ground unconscious.

 **BGM Ends**

"Alright. That wave is done. And if we don't want to wait for the next 50 waves, I recommend we should split." Spidey said to his teammates.

"Right. While you head for the tower's defenses, we'll try to find any of the ISO-8 located here." Ruby said, reminding them of the plan.

"Good. Let's move out, Web-Warriors!" Spidey said, web swinging through the halls while the girls catch up behind him.

"I thought we agreed we're not calling ourselves that!" Weiss said to him from the floor.

"I know! I only did it to annoy you!" Spidey said, receiving a growl from Weiss as they all head out to perform their respective mission from inside the great and dangerous castle of the Goblin.

* * *

 **Somewhere in the world of Remnant**

 **BGM- Dragon Ball Super OST- Unsettled City**

Deep in a forest, miles away from civilization, you see a monster, with a hood covering his crown, gauntlets, and boots, choking the very LIFE out of a young woman, using his gauntlets to absorb a strange, blue energy from her and into himself. He smiles in delight as he can tell he has absorbed all her power. He takes another look at the woman, who know looks like a human husk, completely drained of her life and mysterious power. The monster throws the corpse to his side, as he has no need for her any longer. He raises his right hand up to his face as it glows the same, mysterious blue energy that he took from the woman and starts to laugh out loud, but was interrupted from a call from his earpiece.

 **"** **What is it?"** Goblin asked the person from the other line.

"Master Goblin, sir! I'm here to inform you that the castle is under siege! I repeat, the Atlesian military has found us and we are currently trying our best to hold them off!" The goon from the other line informed in.

Goblin can hear the sound of gun shots from his earpiece and smiles. **"They have arrived. Just as I figured."** He said to himself before talking back to his Goblin Goon from the other line. **"You! Tell Oni to get ready for anyone that has already entered the castle! Also tell him to bring out those special LMDs that have been recently finished! I think it is time that the Spider reunites with a couple of 'old friends.'"** Goblin ordered his minion through his communicator.

"Affirmative! What about you, master? Are you going come back and help us?" His minion asked him.

 **"** **No. I have more…important business to take care of."** Goblin said as he powers up a strange, blue, not to mention ice cold aura around his body. **"I'm sure Oni will be enough to take care of our uninvited guests. If not, then my new team should do the trick."**

"And what if they fail?" His minion asked him.

 **"** **Trust your king. All is going according to plan, whether they somehow fail or not."** Goblin said before laughing to himself, jumping high into the air. **"One down, three more to go. But to be more specific, four more to go actually, but who's counting? Soon, all the power will be mine, and when it is, this world will know true fear."** He said before laughing again, repeatedly leaping 100 feet into the air to find his next victim while his castle is in combat with his Remnant enemies.

 **BGM Ends**

* * *

 **Back at Goblin's Tower**

 **BGM-Sonic Mania OST- Titanic Monarch Zone Act 1 (Built to Rule)**

After going through ten floors of this high-tech, corrupted dark castle, filled with green banners representing the Goblin Nation, Spider-Man finds the room where the controls for the tower's defenses are being located, along with a variety of Goblin Nation troops.

"Found it." Spidey said, as he swings through the room and starts fighting against the small security. "Sorry! Out of my way! Coming through!" He said while blitzing through the enemy forces, beating them all effortlessly until he reaches the controls. "Oh man. These controls look too confusing for me to operate." He said as he observes the seemingly complicated controls. "It might take me forever to find a way to shut the defenses down. Unless…" He punches through the control panel, shutting down the tower's turrets and rocket launchers, giving a slight edge for the Atlesian battleships to fight back. "Well, that wasn't so hard. Now to head back to see how the others are doing." He attaches a web line to the ceiling and starts swinging back to the rest of Team RWBYP and check the progress on gathering the ISO-8.

The girls and Spidey meet back in the long, and stretched out hallway of the 60th floor of the castle. "Girls! I've deactivated the tower's defenses! How's the ISO-8? Did you find any in this place?" Spidey asked the girls.

Ruby sadly shakes her head. "Sorry. We weren't able to find any." She regrettably said to Spider-Man.

"We've checked the computers to find out the locations of the ISO-8 in this castle, but it's picking up nothing." Weiss told the Spider.

"Seriously?" Spider-Man asked, surprised that they didn't find anything.

"Unfortunately." Blake said with a frown.

"The rooms we've checked out looked like they were cleared out just recently." Yang informed him.

"Huh. That's strange. Why is that, exactly?" Spider-Man started asking himself as he thinks about this new development.

"Maybe Goblin expected that we might find this place sooner or later, shipped them all to another hideout." Ruby suggested.

Before Spider-Man could respond to her suggestion, his spider sense starts tingling. "An excellent suggestion, young one." A mysterious, yet familiar voice, speaks up from the corner of the hallway, as the team hears a few, metallic footsteps getting closer and closer to them.

"That voice…Is that…?" Spider-Man starts talking, as they all see four octopus-like arms attached to the wall and ceiling, and the one controlling the arms is a middle-aged man wearing glasses and a yellow/green battle suit, smiling at his opponents. "Doctor Octopus!" Spider-Man shouted, recognizing his long-time foe.

"Who?!" The girls asked their spider-friend.

"Ahh, Spider-Man. It's been a while, has it been?" Doc Ock asked his nemesis.

"Yeah. Last time I saw you, you were behind bars after you and Eggman tried to conquer two dimensions a while back." Spider-Man said, recalling his recent adventure.

Doc Ock growled, as he too remembers those painful events. "And I would've gotten away with it too, if it weren't for you and your meddlesome hedgehog friend!"

"Happy to be of service." Spider-Man smirked under his mask.

"So is he another villain from your dimension?" Ruby asked the Spider.

"Yeah. Me and Ock go WAY back. Each time we meet, I always stop whatever 'genius' plan he has cooked up for me and New York." Spider-Man replied to his team leader.

"And now he's here, working for Goblin." Weiss said, not taking her careful eyes off the villainous scientist.

"Yeah, that's strange. I never expected someone like you and Osborn to work together, Octavius, at the very least be his pawn! Something's not right here!" Spidey said towards Octavius, expecting something is very wrong here.

"Despite the fact his skin not as green as the other infected goons." Yang said while crossing her arms.

Ock laughed at her comment. "We don't need the ISO-OZ formula to defeat the likes of you five!"

"We?" Blake asked, suspiciously. Then, without any warning from Spidey's Spider-Sense, black tentacles from underneath the heroes suddenly spike up from the ground, attaching themselves to each of their arms and legs. "What the…?!" Blake said, trying to break free from the tentacles but couldn't reach her weapon, as it is separated from her side.

Spider-Man struggles to break free from these sturdy tentacles with his strength, but nothing's working, so he tries the alternative, using his stingers from his forearm and cuts himself and his friends free from their temporary imprisonment. "What in the world was THAT?!" Ruby asked, all shocked and a bit frightened.

"Was that some sort of Grimm?" Yang asked the team.

"And why didn't your spider-sense warn us about that?" Weiss asked the Spider.

"Because it didn't register those tentacles as a threat." Spider-Man replied to her.

"But they were trying to kill us! That doesn't make any sense!" Blake said to him.

"It does make sense because I used to wear that same black suit." Spider-Man replied.

"Huh?" All the girls looked confused on what he meant by that.

"There's only person that could easily bypass my spider-sense like that…One man…or two people inhabiting one body…" Spider-Man said in a serious tone, slowly getting into fighting position as he hears some rumbling coming from the right wall besides a grinning and crossed-armed Octavius, and in just a few moments, something monstrous crashes through the wall and starts roaring inside the dust cloud.

As the dust slowly clears up, the heroes sees a figure that looks similar to Spider-Man, but in a black suit with a huge, white spider symbol all over his body. But that's where the differences end, as this monster sports claws, numerous teeth, and a prehensile tongue with green saliva pointing right at the heroes.

"I knew it was gonna be Venom, but I was really hoping it wasn't Venom…" Spider-Man said, staring down at his evil counterpart.

"Venom?!" Yang asked in shocked.

"He looks like an evil combination of Spider-Man and a Grimm!" Ruby took note, taking a step back from the monster.

 **"** **So glad you could join us, Spider-Man."** Venom greeted his longtime rival.

"It can talk?!" Weiss asked, a little scared.

"Ah, it's good to see you, Edward." Ock greeted Venom. "Tell me, why was it you're a bit late to the party?" He asked him.

 **"** **We were feeling hungry, so we fed on some of the humans outside."** Venom answered him.

"You did WHAT?!" Blake asked him, shocked that some of the Atlas troops were actually eaten.

"Eddie! Bro! Stop! You don't know what you're doing!" Spider-Man said to his childhood friend.

"Bro…?" Ruby lowly said to herself while looking at Peter and back at Eddie.

 **"** **We know enough…you have to die…"** Venom responded to his former friend.

"Or we both can live!"

 **"** **You think…you're so much better…than we are…acting like…"** Venom then opens up his face to reveal Eddie Brock, blond hair and everything. "You're so worried about me…"

"I'm worried about what you'll do to other people…And yeah, to me. But seriously, Brock! Something's isn't right here! Both you and Ock wouldn't willingly work for Osborn unless he infected you with the OZ Formula, and I'm not sensing any of it with my mask's special lenses! No. Something's fishy going one here, and I'm not referring to the fish Blake eats." Spider-Man said, while Brock puts back on his Venom face, with him and Ock both grinning at the heroes.

"What are you talking about, besides the fish?" Blake asked him.

"These two aren't the real Ock and Venom." Spider-Man told her. "Trust me, I've fought these two more times than you can count, so I've developed a weird connection with them. And my newly, upgraded spider-sense is sensing something different…something that I doubt even Reed Richards' computer could detect from them. It's almost like these two are…clones?" He said, a bit unsure, that is until his spider sense starts ringing again.

"Correction, young spider…" The heroes look up to see a man in a green/purple, Halloween costume on aboard a goblin glider, hovering above Doc Ock and Venom while tossing a pumpkin bomb repeatedly into the air from his hand, grinning at the shocked Spider-Man. "More like…LMDs." He said before laughing.

"Goblin…No. You're a LMD! All three of you are!" Spider-Man said while pointing at his old, fake enemies.

"Hmph. It's about time you figured it out." Ock said while crossing his arms.

 **"** **Our real selves are still locked in prison back on Earth."** Venom informed the heroes.

"So how are you three here?" Weiss asked them.

"With my help, or should I say Norman's help, we've managed to gain a sample of their DNA, and with Ultron's help, we created three of the most advanced LMDs the universe has ever seen, powered by the ISO-8, effectively giving us the same strength and knowledge as the original. I doubt even Reed Richards could figure out who's who." Fake Goblin said with a laugh.

"Good! At least this way we won't feel sorry while we tear you all to shreds!" Yang said while slamming her fists together.

"Don't be too sure about that, girly!" Fake Goblin said with a grin.

"What's the plan, Spidey?" Ruby asked him as they get their weapons ready.

"Aren't you supposed to come up with a plan, O fearless leader?" Spider-Man asked her.

"Well, this is your mission and your enemies, so it would make sense you take the lead for now." Ruby told him with a smile.

"Okay, well the plan is you and Weiss take on Mechanical Arms over there, while Yang and Blake take on Too Many Teeth snarling at us." Spider-Man said while staring at the snarling Venom to his left. "I'll take care of fake Stormin' Norman." He said while staring off against his fake arch-rival.

"Okay, how about I advise this plan: THUNDERBOLTS! FOCUS ALL YOUR ATTENTION ON THE SPIDER! LEAVE NOTHING LEFT OF HIM!" Fake Goblin ordered his allies, with Octopus getting his mechanical arms ready for combat while Venom roars at his opposition.

"I kind of prefer my own plan, thank you!" Spider-Man said as the two teams face off against one another.

 **BGM Ends**

 **BGM-Sonic Mania OST- Ruby Delusions**

As Spider-Man leads the charge so he can attack the fake Green Goblin, both Venom and Doc Ock were about to lung at him if it wasn't for his friends backing him up and holding them off while he deals with his own Goblin problem. Fake Goblin retreats backwards with his glider, all while throwing pumpkin bombs at the running Spider, who manages to roll and jump over each explosion before he starts web swinging to catch the faker through the giant and long hallway, but Goblin wasn't giving him the chance, as he throws a razor sharp, bat-like projectile from his bag of trick at the web, causing Spidey to fall to the ground. "Zap!" Fake Goblin said, shooting out an electric shock from his fingertips and right at Spidey, knocking him away across the ground.

As Spider-Man slowly gets up from the floor, he finds Venom right on top of him, pinning him down to the ground while trying to bite his head off. "We've been a lot of things to each other, Eddie! But you've never been anyone's patsy!" He said to the monster, only Venom to growl up close to his face. He would've eaten Peter's brains if Yang didn't swoop in and punch in dead in the face, knocking him away from her boyfriend while Blake helps Peter get up from the ground.

"Oh good, stand there and call him names. Great plan." Blake said, sarcastically. "Anyways, does Venom have any weakness at all?" She asked him.

"Yeah. High-frequency vibrations and intense heat. Those should do the trick." Spidey informed her.

Blake nodded in acknowledgement. "Got it." She said as she runs up to join Yang while Spidey swings back to fight against Fake Goblin.

Yang is busy dodging and punching away the tentacles sprouting from Venom's backs before getting tied up by Venom's own webbing, which is much stronger than Spider-Man's. **"We are much better than Parker in EVERY way. You cannot defeat us!"** He said, lunging at the tied up Yang, morphing into a giant mouth in the process.

Before he could eat her, Blake grabs and pulls Yang away from Venom, as the monster transforms back to 'normal.' Blake uses her katana to break free from Yang from her webbed up predicament. "Thanks for the save." She said while rubbing her head.

"Your welcome. Now, can you use your gauntlets to produce some sort of sonic boom or something?" Blake hurriedly asked her.

"I got just the thing." Yang smirked as she stands in front of Venom, who roars out with his tongue. Using the repulsor energy that Peter embedded in her gauntlets, Yang charges up a blue energy, surrounding her palms, before smacking the two together with a loud, thunderclap, with the shockwaves loud enough to cause great pain for Venom, as the symbiote tries to separate from its LMD host.

While he's distracted, Blake starts charging right at the weaken Venom with her katana in hand. Weakened, but angry, Venom shoots out his tendrils from his back to attack the charging Blake, but the teen smirks, as just at the moment before tendrils attacked her, she uses her Semblance and Dust to create a fire clone of herself, causing an explosion in the area while also catching Venom on fire, causing him to scream in even more pain, with the symbiote again trying to separate from the pain, showing Eddie Brock's face.

"Hey! Hot's stuff! Over here!" Yang shouted from the air, with her eyes glowing red, showing that she's serious now. She lands right in front of Brock, repeatedly punching his gut before uppercutting him from the jaw, with Blake already in the air, kicking him in the face back to the ground unconscious, with the LMD starting to short-circuit itself.

"Nice one!" Blake said to her partner.

"You said it!" Yang said, with the two of them sharing a high-five.

* * *

With Ruby and Weiss, they are currently dealing with the might of Doctor Octopus, who is using his tentacles to try and strike at the two girls. "Hahahahaha! You girls don't stand a chance against the might of Doctor Otto Octavius! These arms are made of an indestructible, Adamantium harness that has defeated the likes of both Iron Man and the Hulk! What makes you think you have a chance against me?" He asked the girls, swiping them away with his tentacles but the two of them managed to land safely on the floor.

"Because we aren't Iron Man or the Hulk, you crazy old man!" Weiss mocked him.

"Crazy? I'll show you crazy!" Otto said, using his arms to attack Weiss. She defends herself using her rapier but is eventually overpowered and smacked to a nearby wall.

"Catch me if you can, you six-armed freak!" Ruby taunted the scientist, using her Semblance to blitz and dodge all of Otto's tentacles, but is eventually caught by one of the arms.

"Ha! I have experience fighting against speedsters like you, little one! In fact, it wasn't so long ago when I fought someone that's roughly your age. He was just as brash and cocky as you." He said to her with a grin, referencing his fight against Sonic the Hedgehog. He then uses another one of his arms to capture the nearby Weiss, crushing the two of them with his arms. "Now then, what do you kids have to say for yourselves?" He asked while crushing them.

"Crazy doctor says what?" Ruby randomly asked while trying to break free from his grasp.

"What?" Doc Ock asked, confused on that random question.

While he's distracted, Weiss produces a glyph under Ock's feet, causing him to slip to the ground while also releasing the two of them from Ock's grasp. "Too easy." Ruby said with a smirk, quickly using her speed to tie up Ock's mechanical arms into a tangled knot before she and Weiss punch Otto in the face, knocking him down and causing the LMD to short circuit as well.

"I guess someone needs to go consult with his doctor." Weiss quipped with a smirk on her face.

"Haha! Nice one!" Ruby said, giving each other a high five.

* * *

Meanwhile, Spider-Man is still fighting against the Fake Green Goblin. Despite being a robot and still using Norman's old costume and weapons, he's still giving ol' Spidey a tough time. "Why won't you just give up?" Fake Norman asked him, throwing a pumpkin bomb right at Spider-Man from above.

"Because, that would be too easy!" Spidey retorted, webbing up the bomb and throws it back at Goblin, almost making him lose balance on his glider. He then jumps right onto Goblin's glider and starts beating on him with a couple of punches.

"You should really hold back, Peter. You don't want to destroy this body now, do you?" Fake Goblin asked him, smiling despite his face getting damaged.

"Of course I do. It's not like you're the real Norman Osborn behind that mask anyways." Spidey replied to him while the two arch-enemies start holding hands.

"Who said I looked like Norman behind this mask?" Fake Goblin sinisterly asked him with a smile, which confuses Spider-Man for a bit, wondering what he meant by that. With him distracted, Goblin kicks Spider-Man in the chest, knocking him to the ground while Goblin laughs and flies towards a giant chamber on this floor of the tower

The other girls arrive to help Spidey back on his feet. "Come on, Peter! He's getting away!" Ruby rushed him.

 **BGM Ends**

"Yeah. Okay. Okay." Spidey said while rubbing his head, still thinking about the last thing Fake Goblin said to him before he kicked him off his glider. The five of them start chasing the Goblin to a giant, circular chamber, where the faker is hovering in the center of the room, waiting patiently for their arrival. "Alright, Gobby. Show's over." Spidey said, crouching down on the floor.

"Ah, that's where your wrong, Spider. The show has just begun." Fake Goblin said with a grin. "OH ONIIIIII!" He yelled out.

 **BGM- Super Street Fighter 4 Arcade Edition OST- Theme of Oni**

And in a flash, just mere moments after the fake Emerald Elf called out his name, Oni appears in a flash of light, covered in darkness, standing right next to the LMD, staring down at his opponents with his menacing eyes.

"It's Oni." Ruby points out the menace.

"This isn't good." Blake said, with her katana in hand.

 **"** **You have called me?"** Oni asked his commander.

"Yes, of course." Fake Goblin said before turning his attention to the heroes. "Kids, meet one of the four members of our Cabal, Oni. Oni, say hi to your new victims." He ordered Oni, only to receive a "Hmph" from him. "Oh well, good enough I suppose."

"Cabal? What's that? Your new boy band?" Yang asked the two with her right hand on her hip.

"You could say that. Although, I rather listen to whatever these guys say than whatever trash you listen to." Fake Gobby answered her, earning a growl from the blond. "So Oni, take a pick. Who's gonna be your new victims?" He asked the dark master of the fist.

Oni stares at the teens for a moment before raising his finger at two of them. **"Those two."** He said while pointing at both Spider-Man and Yang, who then looks at each other for a bit before looking back at Oni, pointing to themselves in mock confusion. **"I have some business with them."** He said to the robotic Goblin.

"I have no idea what he's talking about, but I'm pretty sure it's a bad thing." Yang said while stretching her arms.

"Akuma listen! You're being controlled! The Oz Formula that was injected in your blood is rewiring your thinking! Fight IT, not us!" Spider-Man tried to plead to the real Akuma inside of Oni, but it proved ineffective as his pleads is left on deaf ears.

 **"** **Be quiet, boy! I have long passed shed my former self. He was weak. I am the true Master of the Fist, and the loyal servant to the Goblin King!"** Oni retorted to the young Spider.

"Loyal puppet, to be more precise." Weiss said with a scoff.

"Come on, Akuma! This isn't like you at all! Didn't you kill your own master because you didn't like how he didn't fully embrace the Dark Hado?" Spider-Man asked him.

"Not to mention almost killing your own brother?" Yang also asked him.

Oni shakes his head for a bit, trying to repress the memories of his former life until he stares down at both Yang and Spider-Man with an angry glare. **"Enough talk! It is time for Oni to send you both to the underworld!"** He said, getting into battle position.

"And I'll make sure the rest of their friends join them!" Goblin said with a laugh while staring down at Ruby, Weiss, and Blake, who all have their weapons ready in hand.

 **BGM Ends**

Oni charges right at Spider-Man and Yang, teleporting right behind them and knocking the two jokesters through a wall to the right of them, where they arrive in some room that looks like some sort of deserted temple, presumably Oni's training room. "Ow, my head…" Spidey said as he and Yang rub their heads to sooth the pain. "Are you okay?" He asked her.

"Let me get back to you on that." She said, still in pain Peter helps her up from the ground.

 **BGM- Asura's Wrath OST - Oni Theme**

As soon as the two jokesters stand up right, the ground around them begins to shake as if an earthquake has just hit the castle, but the shaking wasn't coming from an earthquake, instead, it's coming the Demonic Fighter, Oni, as he slowly approaches the two teens from the wall he smashed them through, with each step he takes leaves a small crater on the ground.

 **"** **I shall grind beneath my heel all that exists."** He said, getting into his weird fighting stance, channeling out his dark blue aura, an aura so strong that makes it hard for anyone to breath while near him.

"Oh ho. We're so dead." Spider-Man said to Yang, who is standing right next to him.

"What? You mean the fact that two thrill-seekers are fighting against a demon fighter from another dimension who can probably destroy an island with just his fist? Yeah, I think we are." Yang said to the Spider.

"Well it has been a while since our last date, so I feel it's appropriate we have a little fun before we meet our demise. What do you say?" Spidey asked the smirking Yang.

"Heh. Ready when you're ready." She said, reloading her gauntlets while getting into fighting position.

Spidey smirked under his mask as he takes a step forward, powering up his Great Weaver Aura, while also using his crimson Aura to change his costume to the one with the big, white spider symbol on his chest and back. "Shall we get started?" He asked his girlfriend.

"Blast away!" She said, as the two of them charge right at Oni, releasing a relentless barrage of devastating punches all over Oni's front, but the mad demon fighter is able to block it all with just his fist before countering their attacks with his Rakan Dantojin, an attack where his right arm changes to have a hot red magma color, swiping his palm horizontally in a slashing motion, knocking Spider-Man far away from him while also cutting up a good chunk of Yang's hair, kicking her in the chest away, but not far from him as he prepares another attack, his Meido Gohado .

 **"** **Ashes to ashes!"** Oni shouted while charging up his dark aura. He then prepares one powerful Hadoken and unleashes right at Yang, damaging and knocking her away, but he doesn't stop there. **"The gates of hell await!"** He said, releasing another powerful Hadoken right at her, but with her quick-thinking, she uses the energy shield function that Peter programed into her gauntlets months ago, shielding her from further damage.

Yang lands on the ground and quickly looks up at Oni, with her eyes steaming red hot as she lets out a powerful battle cry, charging at full speed over towards Oni, breaking the concrete below her as she thrusts her right arm so she can punch him dead in the face. As he sees Yang coming right towards him, Oni powers up his right fist in the air, charging it up with his dark energy before channeling it into his body, where he comes out as a menacing silhouette, with only his red eyes, blue hair, and red hands can be seen. He stands in place and collides his right fist with Yang's, creating a massive crater below and shattering some of the temple artifacts in the giant room. Even though Yang put a lot into her fist, Oni's fist is truly greater and superior to hers in every way, smacking her so hard, she crashes and is left stuck onto a wall, temporarily knocking her out cold.

Spider-Man shakes his head as he gets up from the ground and sees Yang left unconscious on the wall. "YANG!" He yelled out her name, only to receive no answer. His spider-sense starts tingling as he looks in front of himself, seeing Oni in the air, rotating his legs as he comes towards the Spider with his Tatsumaki Zankukyaku. The Web-Slinger does a couple back handsprings to dodge Oni's kicks before the demon lands back onto the ground and stands in front of the Spider.

 **"** **My creator wants you dead."** Said Oni. **"I will bring the chaos of death to you and everyone in this world and beyond, using the power of the Satsui No Hado!"**

"We'll see about that!" Spidey retorted. "I'll bring you the beating of a lifetime, using the awesome skills of my Spider-Fu!" He said, charging up his crimson aura while getting into fighting position.

 **"** **Then let's see which one of us has truly mastered the way of the fist!"** Oni said as he changes into his dark silhouette, intending and executing his Raging Demon onto Spider-Man, hovering over to the boy to destroy his soul, but with the help of his trusty spider-sense and his Way of the Spider training, Spidey is able to counter about half of Oni's punches during his Raging Demon assault, actually getting a few good hits on the demon, who is quite surprised that someone is countering one of his best moves.

 _"Spidey! Come in!"_ Weiss calls him through her Webware.

"Not a…great time…Weiss…" Spidey said while getting punched in the face through Oni's continuous Raging Demon assault, but still countering some of his attacks right back at him.

 _"Well sorry, but this fake Goblin over here is surprising giving us more trouble than we originally thought! What should we do?"_ She asked him over the loud explosion from her end, most likely coming from Gobby's pumpkin bombs.

"Try to…cut him off…from his glider…that might give you the edge…." Spidey informed her, getting a kick onto Oni's face.

 _"_ _Alright! Thanks, and good luck!"_ Weiss replied before hanging up the line.

Spidey does a small spin kick of his own onto Oni before attacking him with a Shinku Hadoken, knocking away the demon so he can breathe for a little. Oni stands straight up, wiping away the little blood from his mouth. **_"Not bad. It's rare for someone to actually counter the Shun Goku Satsu like that, especially given your age."_**

"You just got to love that tingling sensation I get whenever I'm about to die." Spider-Man said, still trying to regain his strength and breath.

 ** _"_** ** _Do not fear death's embrace. Gorai Hadoken!"_** Oni yelled out, unleashing a Hadoken imbued with electrical energy at Spider-Man, electrifying the young hero, causing him to collapse onto the ground. Before he could finish him off, Oni is suddenly tugged on the neck by the recently awakened Yang, holding him still so he won't go anywhere near Spider-Man.

"Hope you're hungry, because I have a whole clip of shotgun bullets you can eat!" She said angrily, unleashing numerous shotgun bullets right up close to Oni's face, dazing him enough as he lands onto the ground with only one knee. "Spidey!" She yelled out to him, who manages to gather the strength to get up from the ground and web up the demon, throwing him across the temple room and crashing into a statute, which collapses on top of him.

"You okay, Pete?" Yang asked while she walks up to the Spider. Peter raises an eyebrow from behind his mask, staring right at her. "Sorry, rhetorical question." She said with an embarrassed smile.

Spidey sighed. "That's not going to hold him for long. How's your rage meter building up?" He asked her. As soon as he said that, Yang's hair starts glowing with the ground starting to shake with anger. "Oh. That bad, huh?" He said, noticing her red eyes and her trying to keep her anger down.

"He cut off a good chunk of my hair! He's going to pay!" Yang said angrily.

Peter sighed before putting on a determined face behind his mask. He summons a web glyph behind him, representing the Web of Life, where you can see the different Spider-Men and Women from across the multiverse, gathering small amount of energy from each Spider. "Okay, hopefully this will be enough. Don't want to overwhelm myself with any more power."

The two of them hears a small rumble from where the statue fell on Oni, with it bursting into multiple pieces, flying across the arena, and in the center is Oni, looking a little mad and barely wounded. **_"You two are good, but not good enough."_** Oni said to the two fighters. **_"At least you're providing me more fun than that woman I fought not long ago."_**

That comment confused Spider-Man, but not so much of Yang, as she has a good idea on who he's talking about. "Woman? Who in the world are you talking about?" Peter asked him, having no idea who the woman in question is.

"He's talking about…my mother." Yang answered with a frown.

"Wait, what?! Your…mom?" Spidey asked, greatly shocked from this revelation.

 ** _"_** ** _I promised your mother I will come back for you after I have finished her. Unfortunately, she was too weak and pathetic to kill, so she ran off. Let's hope the daughter won't make the same mistake."_** Oni taunted Yang, goading her to attack him, but Spidey stops her from moving any further.

"Whoa. Whoa. Calm down. I'm pretty sure he didn't mean that." Spidey said to calm her down. "Remember, Akuma isn't fully in control of his actions, so I'm pretty sure he wouldn't exactly say that." He then takes a double take on that statement. "On second thought, he might actually say that." He said, which causes Yang to growl angrily as she takes another step towards Oni. "Listen! We can't beat him with just brute strength! We need to think of a plan to free Akuma from that form!" He said to her. His trusty spider-sense then tingles as they both see Oni about to attack them with his Sekisei Jiraiken, a move where he jumps into the air and slams down into the ground with his fist. Before the attack could make contact with them, Spidey grabs Yang and jump away from the fist, which left a crater onto the ground. When they're in the clear, Peter lets go of Yang. "Madame Web said that Akuma is still in there, getting weaker with every passing minute. We have to find a way to break him free."

Yang calms down as she quickly thinks of a plan. "How about we taunt him?" She asked the Wall-Crawler.

"Why? So we can make Oni angrier at us than he already is?" Spidey asked, thinking that's her plan.

"No. Not towards Oni, but Akuma from inside." She said with a smile. "C'mon, Pete. We're both annoying, little jokesters that can get under the skin of just about anyone. Taunt the real Akuma long enough for him to regain control over his body, which might also cause him to lose his balance while we fight."

"That might…actually work." Spidey said, now changing into his Other Aura, with the godly blue energy flowing through him, along with the absorbed power from the other Spiders across the multiverse, making him stronger.

 ** _"_** ** _I hope you two have prayed to your God, because it is now time for Oni to vanquish you into nothingness."_** Oni said, moving forward towards the teens.

"What, and not let Akuma have a turn? Make sense. He's probably too weak to beat us." Yang taunted Oni while smiling, causing him to slightly growl in anger.

"That's probably the reason why Oni's here, to make up for Akuma being so pathetic." Spidey joined his friend with the taunting of Oni, which slowly starts to get on his nerves.

 ** _"_** ** _Stop that!"_** He said, charging right at the two annoying pest, punching the ground where they were just standing on a second ago, when they dodge the attack at the last second.

"Too slow! I'm pretty sure Akuma would've done better!" Peter continued taunting him.

"No he wouldn't! If Akuma was in control, we might've caught that punch and smack him away!" Yang taunted Oni from his side, who is slowly losing his nerves.

 ** _"_** ** _You pest! You dare taunt me?"_** Oni asked in anger, shooting two Hadokens from each palm at the heroes, but they easily dodged it.

"Taunt who? You or the weakling Akuma?" Spidey asked as both he and Yang appears in front of the slightly confused Oni, who is having trouble keeping his posture in check. Using this to their advantage, both Spidey and Yang start pummeling Oni. "Because if that's really you, Akuma, then I'm sorry! You have really let yourself go!"

"The fact that two 17 year olds are beating you up is really embarrassing I can imagine!" Yang said while punching him direct in the face.

"I thought you were supposed to be the Master of the Fist! Hates taking shortcuts to achieve power! Guess you threw that away when you so easily let Goblin infect you, huh Akuma?" Spidey asked, using a web slingshot to launch himself towards Oni, dropkicking him in the chest, blowing him away.

Oni slowly gets up from the rubble, getting angrier and angrier from the constant taunting. **_"Shut up…bug! I AM the supreme master of the fist, so says…Akuma!"_** He said, holding onto his face in great pain, as if he's fighting on the inside.

"It's working." Spidey said as Yang walks up to him.

"Told ya." She said with a smile, as the two teens observe Akuma's inner struggle with Oni.

 ** _"_** ** _Stay away…you weak version of myself…"_** Oni said to his inner self.

 _'_ _Get out of my body…you accursed shadow…'_ Akuma said in his mind.

 ** _"_** ** _I have evolved…beyond you…I serve only the King-!"_**

 _'_ _Akuma serves no one! Now get out!'_

 ** _"_** ** _No…You are weak!"_**

"He's probably right about that, Akuma!" Spidey shouted from the side.

"Then how about you show us your real power, hey tough guy?" Yang shouted. Spidey leaps onto Oni's back, and with the use of his stingers, stabs his backside, partially paralyzing him.

 ** _"_** ** _No…Akuma is weak! Oni has power that rivals that of the Gods!"_** Oni said, still struggling with Akuma from inside his mind.

 _'_ _FOOL! Akuma has power beyond that of the gods, and he doesn't need this pathetic excuse of a shadow to achieve that level! Now, I cast you aside, and show you the real power of Akuma!'_

 ** _"_** ** _No…Get away! You are weak! I am much stronger than you, than all of you!"_**

"Ehhhhh, not really." Oni notices both Spidey and Yang right up in front of him, cracking their knuckles before they deliver a devastating punch to the face at the same time, using their combined strength. The attack was so powerful, it destroyed the remains of the temple room, knocking Oni to the ground unconscious. "Wow. Guess Oni wasn't that great after all."

"Now get out of Akuma's body, you freeloader." Yang said to the unconscious Oni.

 **BGM Ends**

Oni's eyes start opening, and with it a great burst of energy starts to leak out of his body, causing Oni to scream out in pain as his body starts to crack and then suddenly explode, with Peter and Yang protecting themselves from the air burst. As the dust clears, they see Akuma, red hair and everything, laying down on the ground, still unconscious. "Hey, would you look at that? He's back!" Spidey said happily.

"Woo-hoo!" Yang said, giving each other a high five in the air before they head towards Akuma's body. "Is he gonna be alright?" She said, kneeling down next to him to make sure he's okay. Akuma starts to shake his head, slowly opening his eyes. "Never mind."

"Uh…What…happened?" Akuma asked, groggy and half awake. Spidey grabs one of his arms and helps him onto his feet.

"You don't remember anything?" Spidey asked him.

"No…I don't. I don't remember what I was doing." Akuma said, shaking his head. "The last thing I remember was fighting against…" He then suddenly remembers something, causing him to snarl in anger. "Goblin…"

* * *

 **BGM-Dragon Ball Super OST- Judgement Day**

Meanwhile in the circular chamber of the castle, Ruby, Weiss, and Blake are still fighting against the Fake Green Goblin, who is using his glider dodge most of their attacks from above.

"Miss me! Miss me!" He said before laughing, cutting up one of the giant lamps that was attached to the ceiling, making it fall onto the girls, but they were able to spread out before the impact. "Come on! Didn't that wish-wash place you call a school teach you anything on how to fight?" He asked from his floating glider, taking out a pumpkin bomb from his bag and throws it right at Ruby.

The little leader of Team RWBYP stands within range of the bomb, waiting for the right moment to strike back. As it gets closer and closer, Ruby bats the bomb with her scythe, right back towards the worried Goblin, which ends up destroying his glider, leaving him to fall flat to the ground. "Did that answer your question?" She asked with a smirk.

 **BGM Ends**

The faker slowly gets up from the ground, noticing the three girls steadily approaching him. "It's over, you fake. You're through." Blake said while giving him the glare.

Goblin silently laughs to himself, as he has one more trick up his sleeves. While they are not looking, he taps on a few buttons on his glove, and silently behind the girls, another goblin glider rises up from the floor, with a sword sticking out of its tongue, ready to stab the girls from behind. "Yes, it is over. FOR YOU!" He said with a laugh, as his glider starts flying behind the three unexpecting teens, ready to finish them off once and for all, until…

"Gohadoken!" A mysterious, purple fireball suddenly appears and destroys the glider before it can reach the teens.

The girls, and even the fake Goblin, are all surprised and confused on what just happened. "What was that just now?" Weiss asked her teammates, who both have no idea what is going on either.

 **BGM- Super Street Fighter IV- Theme of Akuma**

"GOBLIN!" An angry voice shouts out from the next room, causing Goblin to turn around to face this new threat, but it's not a new threat, in fact, it's someone he already knows, and is very afraid to see the mysterious figure, who turns out to be Akuma, glowing red, standing alongside Spider-Man and Yang.

"Hey everyone." Spidey casually greeted.

"Spidey! Yang! You two are alright!" Ruby said, happy to see her friends safe and sound.

"Of course we are. Can't say the same for Goblin though." Yang said, while Akuma angrily snarls at the frightened fake of his captor.

"Akuma?! How?! This is impossible! You should have been completely under our control with the ISO-Oz formula!" Goblin said, as he slowly takes a few steps back, afraid to go up against the angry demon fighter.

"You should have NEVER underestimate my power, you wretch!" Akuma said. "You will feel the PAIN of the Satsui no Hado! Prepare yourself!" He said, as he seemingly teleports in front of the weakened LMD.

As Team RWBYP gather around, Peter just suddenly covers Ruby's eyes with one hand. "Hey!" She exclaimed.

"You might not want to see this." Spidey replied, as his spider-sense is telling him the next few seconds will be a bit horrifying for the human eye, but Ruby knocks away his hand as he, and the rest of the girls, are distracted with what's going on with Akuma and Fake Goblin.

Then, four kanji appear around Akuma as he is about to perform the Ragin Demon. "Die one thousand deaths!" He said, and in a brief moment he repeatedly attacks the LMD with all his might. The move is so fast that no one except maybe for Spider-Man could follow his movements. After the attack is done, Akuma puts his back upfront of the almost dead LMD clone of classic Green Goblin, with his back glowing with the red _ten_ kanji. "This is Messatsu!" He finished, with the kanji on his back disappearing into nothingness. He turns around and looks back at the five teens, who's jaws have all dropped and are speechless, blinking a few times to try and understand what has just transpired.

 **BGM Ends**

"Hmph." Is all Akuma said before walking away from the broken LMD. "Pathetic pile of junk."

"P-Peter…" A voice coming from the dead LMD Goblin body calls out to Spidey, who snaps back into reality.

Peter slowly walks away from the group and heads toward the LMD, who isn't moving an inch, as it is pretty much finished. "P-Peter…" He said before coughing into a fit.

Peter steadily kneels in front of the LMD, not wanting to fall into any trap that this robot might have for him, but something about his voice seems so familiar to Peter that he can't help but to see who is behind the mask, as he remembers what the LMD said to him about possibility not having Norman's face. With a small gulp, Peter reach his hand out for the LMD's mask, and when in contact with it, he slowly takes it off from his head, and when it's fully taken off, his eyes widen in complete shock.

 **BGM- Dragonball Super OST - Final Showdown**

"No…" Is all Peter could say, but it was enough to gather the attention of his teammates and Akuma, who turns his head around to see what the fuss is all about.

"Peter, what's wrong?" Ruby asked, as she and the three other girls head over to his side, only to share the exact same reaction as their friend, as they recognize the face of the LMD Goblin. "Is…is that…"

"Harry…Harry Osborn." Peter said, recognizing the brown hair of his deceased best friend. He kneels down on both knees, still staring at the robotic, dead version of his friend. "I can't believe Norman would go this far…" He said, lowering his head so his friends won't look at him in the face.

"Oh Peter…" Blake said with a sad face, as she, Yang, and Ruby hug their friend in an attempt to comfort him.

Weiss clench her fist in rage. "Norman Osborn…To think this is how he shares the memory of his own son." She said, while Akuma walks up behind the kids.

 _"_ _Poor, poor Harry."_ The heroes, and Akuma, turned to their right to see a hologram of Norman Osborn in his business suit, looking down at the LMD drone of his son. _"No matter if you're the real one or a clone, you are still such a disappoint to me. What a disgrace to the Osborn name."_

"Osborn…" Akuma said, hiding his rage.

 _"_ _In the flesh, as it were. Though, as you can clearly see, I'm not exactly here."_ The grinning Osborn said to the angry heroes and Akuma.

"I wish you were here, then I could beat you senseless all over your stinking castle!" Yang angrily said to him.

 _"_ _I could probably say the same thing to you, blonde."_ Osborn said, causing Yang to growl at him. He moves his eyes over to Spider-Man, who still has his head lowered. _"What's wrong, Peter? You seem so sad. Haven't you always wanted to hang out with my son after so long of him being dead?"_ He asked him with a smile.

"I'm not sad, Norman." Spidey replied, slowly standing up and giving him Norman a mean-looking glare directly to his face. "I'm angry that you actually had the guts to go this far! Your own son! You really don't care for him, don't you, even after his death?" He angrily asked the hologram.

Norman shrugged. _"I think that answer is pretty obvious, don't you agree?"_

"Why Osborn? Why make a robot clone of your own son?" Ruby asked him.

 _"_ _For practice, my dear Ruby. I was actually planning on creating two more LMDs modeled after Summer Rose and Raven Branwen, your mothers."_ Norman said to both Yang and Ruby, shocking them both.

"You…You wouldn't?" Yang asked him, not believing him.

 _"_ _Of course I would. Just think, two of the most important people in your lives who have disappeared for so long, now all of a sudden come back to your home over at that small island you two live at."_ Norman started explaining to the two sisters. _"It would've been so beautiful. All of you acting as a family again, and then after a few months, you discover them to be a fraud, causing you two to go insane, losing your minds. It would've been so glorious."_ He said before having himself a small laugh, as the two sisters just gasp with nothing to say, covering their mouths as a single tear drop from their eyes from how sadistic and heartless Osborn is.

Spidey angrily walks up close to the Holo-Norman. "If you were here, I would strangle you by the throat until you beg for mercy, even then I might just ignore your desperate calls!" He said face-to-face to Osborn with a menacing tone.

 _"_ _Hmph."_

"I ask you again: Stop bringing other innocent people to our fight! This is supposed to be between me and you!" Spidey said to him.

 **BGM Ends**

 **BGM- Dragonball Super - Jiren's Power Unleashed**

 _"_ _This isn't about you anymore, Spider. No. Like I said before, I have no use for you. Not anymore."_ Norman told him.

"Huh?"

 _"_ _Like Akuma over there, you were just a tool. A means to an end. Fighting and defeating you would greatly increase my criminal reputation and show my power to the world. I could've destroyed you at any time once I found out about your true identity, but I still had some use for you back then, wanted to go easy on you. And I am sure by now, that both you and I realize just how much I have broken you on the inside. Still, you managed to overcome all that grief which is impressive for a boy your age, but that doesn't change the fact I have won in my own way, so it was time for me to move on."_ Norman said to the silently growling Spider-Man with a grin on his face. He then starts walking around the entire team as he continues his talk. _"I have been thinking about this plan for months when I was rotting in jail. Not only to think of a plan to finally destroy you, but to take over Earth, and become its new ruler. And when I first heard about the ISO-8 and what Octavius did with them, why stop at Earth when there is an entire multiverse that's ready for me to rule over? None of you can stop me now. The wheels are already in motion. And with the power of my perfect and incurable ISO-Oz formula, I cannot be stop."_

"Yeah. Yeah. I've heard the same thing before with your other crazy plans. Why do you think we're here anyways?" Spider-Man asked him, as Norman stops walking.

 _"_ _To be honest, I was hoping you wouldn't arrive until much later. I thought you'd still be burying that robot you call a friend over at her grave."_ Norman said to antagonize Ruby, which he did as he turns his head around to see Ruby staring silently but angrily at his face. _"I told you fools to wait until the Day of Reckoning to settle things, but you just had to come and meet your doom so soon."_

"Huh, well too bad! What are you going to do about it now?" Yang asked his backside.

 **BGM Ends**

 **BGM-Sonic Adventure 2 OST- Conquest**

 _"_ _You fools need to learn your place in the pecking order. And as punishment for defeating one of my Cabal, you get to watch what your actions today have cost you."_ Norman said, as a screen hologram appears right beside him, showing him of another planet, another Earth.

"Wait, is that…Earth?" Spider-Man asked, unclear or not if that is his Earth he's looking at.

 _"_ _Yes…and no."_ Osborn answered him. _"To be more exact, it's Earth-928, the future version of our Earth in the year 2099."_

"2099?" Ruby asked slowly, lost and confused.

 _"_ _Yes, but now it's time for the future to have a little taste of my present power."_ Norman said with a smile, pressing a button on his handheld device.

* * *

Just then, the entire castle starts to tremble from a sudden spike in energy coming from the Watchtower. From outside the castle, the Watchtower starts to glow green as a huge beam of energy burst out from it and shot right to the sky, opening a giant wormhole to another dimension, Earth-928. From his flagship, Ironwood and the rest of his crew could do nothing but stare at the other world from the other side of the wormhole. It's not just them that could see this, everyone in Remnant could see this whole, new world from where they are standing. Then, another beam of energy shoots out from the Watchtower, going through the portal and straight at Earth-928, and its exact location is none other than Nueva York, the future version of New York city, where there exist flying cars and huge skyscrapers that are much longer than Osborn's own castle.

 **Earth-928**

Swinging through the city, the Spider-Man of the year 2099, Miguel O' Hara, lands on top of a huge rooftop building, as his Accelerated Vision warns him of danger. He looks into space to see a huge, green beam of energy about to hit his city. "Holy shock!" He cursed as he immediately starts web-swinging away from the beam as it hits New York, but it expanded too fast as he is caught in it himself. And in just a few moments, all of Earth-928 have been clouded by a green fog, as the billions of people in that world have transformed into Osborn's own goblin slaves.

 **BGM Ends**

* * *

 **Remnant**

 **BGM-** **Dragon Ball Super OST- The Earth's Fate**

As the portal to the now-goblinfied Earth-928 now closes, the people of Remnant reflect on what they saw. There was no panic, surprising, just people standing in place, not moving an inch, but they could not believe the things they have saw. A new world opens up in the sky thanks to a wormhole, and now that world has been transformed into Goblin's world now.

Even the heroes back inside the castle are speechless, except for Akuma, who just stands there looking at Osborn with murderous intent. _"And now the future really does belong to me. With all those people in that world under my control, my power has increased by a 100. Imagine what would happen when all worlds get transformed on the Day of Reckoning. I'm sure it would be a delight."_ He said, turning around to face his speechless foes.

"Impossible!" Akuma spoke up.

Suddenly, Spidey feels some great pain as he tries to shake it off. "Spidey, are you alright?" Ruby asked him to make sure he's okay.

"I-I'm fine, but…I felt something was cut. Something was severed from the Great Web." Spidey said, getting a hold on himself.

 _"_ _I have no idea what you are talking about, and frankly I don't care, but it might have to do with the Spider-Man of that world."_ Norman said, as the hologram screen switches to view Spider-Man 2099, now looking more buff, with part of his suit torn off so you can see his green skin.

"Oh my…" Yang said with her eyes widen out.

"The Spider-Man…of the year 2099?" Spidey asked himself, staring down at his future legacy gone green. He growls at the hologram of Osborn. "Osborn…you'll pay for what you've done."

 _"_ _Then you should've waited until the Day of Reckoning to settle the score, but since I doubt you'll be leaving anytime soon, come to the top of my Watchtower so we can have a little 'chat.' And I think it would be wise to bring your friends along too, just in case."_ Norman said before he logs off, with the echo of his laugh haunting the great halls of the castle.

 **BGM Ends**

"Darn that Osborn! I can't believe he actually did that to another planet!" Weiss said angrily.

"All those poor people." Ruby said with a sad face before she feels Yang's hand on her shoulder.

"It'll be okay. We'll turn them all back to normal once we beat Goblin. _I hope…"_ Yang said that last part in her head, doubting herself if they could do that.

"Humph. That Osborn." Akuma said, crossing his arms. "Creating a robot clone of his own kin just to be eventually destroyed. Transforming another world so the people could do his bidding. If I didn't know any better, he's a much bigger evil than that fool Bison could ever be." Akuma said. He turns around to face Spider-Man, where their eyes meet with one another. "You. Bug-Boy."

"It's Spider-Man, actually." Spidey corrected him.

"Whatever. You and your blond friend have freed me from my shadow and from Goblin's control, and for that you have my thanks." Akuma, probably for once in his life, thanked someone.

"Oh, um, your welcome?" Yang said, unsurely.

"As a token of my thanks, I'll help you fight in your war against the Goblin. Something tells me you pups will be no match for him without my power." Akuma told them, still with his arms crossed.

"Oh wow. Uh, thanks Akuma. I honestly have no idea what to say." Spidey said while rubbing his head in confusion.

"If I know you from our previous encounters, it's best you don't say anything more unless you really want to annoy me." Akuma said with a serious tone.

"Sure. Got it." Spidey said with a nervous laugh.

"Why should we trust you? Weiss asked, getting emotionless Akuma's attention. "From what we heard, you're a demon that killed his own master, not to mention you almost killed your own brother."

"It was during combat is when I killed Master Goutetsu. It's because I abide by the code of the warrior. That's how I am." Akuma answered her. "I may walk the demon's path, but even I set standards during my fights. Goblin has used me to do his dirty work, and for that he must be destroyed."

"Weiss, if he wants to help us, then let him." Blake said to the heiress.

"Yeah, and besides, if things do go out of hand, Peter here could deal with him, no problem." Ruby said to her.

"Which reminds me." Akuma started talking to get everyone's attention. "Once this is over, I plan on killing the boy and the blond for taunting my power earlier. It is unwise to taunt my power and get away with it." He said, staring deeply at Spidey and Yang, almost as if he's staring down to their soul.

"Hehehehe, sorry." Both Spidey and Yang said, feeling nervous and scared at the same time.

Akuma growls for a second before they hear footsteps coming closer to them. Those footsteps actually belong to the rest of the Defenders: Team JNPR, Winter, and Qrow. "Guys, are you okay? Did you see that giant portal in the sky earlier? And who is this guy standing right next to you?" Jaune frequently asked before finally taking notice of Akuma, who just looks away from the knight in training.

"Hey, isn't that the guy who works with Goblin? The one with the blue hair?" Nora asked herself.

"Oni." Pyrrha said, getting her weapon in hand, but Spidey stops her.

"Whoa! Whoa! Easy! He's on our side now…for the most part." Spidey told her.

"How are you sure?" Winter asked the Spider.

"Long story." Spidey simply said.

"Do you know what that beam show was all about a minute ago?" Ren asked Spidey.

"Simply put: Goblin tore a hole through time and space and infected the future world of my world and changed it into his own, goblin world using his Oz formula." Spidey replied.

"He infected the future?!" Nora asked him.

"He's not lying." Yang said as the rest of Team RWBYP walk up to meet with them.

"Then we have no time to waste. Let's head to the top of this castle and find Osborn." Winter ordered the group.

"How about you stop talking, then maybe we won't have to waste any more time?" Akuma asked her with his usual tone of voice, angering Winter.

"Geez. Aren't you all sunshine and rainbows?" Qrow said while scratching his head.

"Keep your mouth shut, or else I'll rip IT and your soul from your body!" Akuma threatened the veteran Huntsman.

"Don't have to tell me twice." Qrow said, putting his arms behind his head as he starts walking.

"But how can we beat Goblin now?" Blake asked the group. "We don't have any of the ISO-8, and he's gotten a lot stronger after infecting another world with his OZ-Formula."

"Foolish girl. You don't need those trinkets to help you win this battle. Just me and the boy would be enough." Akuma said to behind his back.

"Wait. Are you talking about me?" Spidey asked as he points to himself.

"Who else, bug?" Akuma asked him, turning his body to face Spider-Man. "Your latent power is remarkably similar to Mu no Ken, the Power of Nothingness, just like how Goblin's own Demonic Aura is similar to the Satsui No Hado, after he asked me train him to unlock his dormant power." He said.

"Wait. You were the one who trained Goblin to become even more of a monster than he already is?" Spidey asked him.

"Yes." Akuma simply replied, not changing his facial expression at all.

"Great, and now we know who to blame for this mess." Yang said from the side.

"Do you WANT to die, worm?" Akuma asked her, starting to get fed up with her attitude.

"No."

"Good, so shut up and let's move!" Akuma said, starting to walk away from the crowd. As he passes Ruby, the demon stares at her silver eyes for a moment as he continues walking, leaving Ruby all confused.

"What was that all about?" Ruby asked as Spidey appears right next to her.

"I don't know. With Akuma, everything he does is abnormal and strange, so try not to think about it too much." Spidey said before web-swinging to catch up to Akuma, while everyone else starts walking to chase them down. "It really is so nice of you to help us out, Akumy." He nicknamed Akuma, causing him to sigh in tiredness.

"If I had known I would be forced to suffer your nicknames, I might have made a different choice." Akuma said, still walking and not looking to his right to see Spider-Man web-swinging beside him.

"That's the spirit!" Spidey said before getting punched away by Akuma, knocking him to a pillar. "Ow. Something tells me we're not going to be friends anytime soon."

"Heh, you think?" Pyrrha asked him from afar.

"Don't worry! I'll just keep on trying!" He said, as he joins back with his team, as they start ascending the tower so they can meet with the Goblin, not knowing that this is all going according to his plan.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. We've made it to the top of Goblin' Castle, where we come face to face with his new boy band. Osborn calls them his Dark Avengers, composed of Hydro-Man, Zzzax, the U-Foes, and this new LMD robot called the Iron Patriot. I'm confident that my friends could handle those guys while me, Akuma, and Ruby take on Goblin. Hey! Goblin! Where are you taking us?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Storming Goblin's Castle (Part 2)- Dark Avengers_**

 **Ruby: Whoa. Where are we now?**

* * *

 **KFX here: Akuma is back people and is joining the heroes as an Anti-hero. Next chapter, the Defenders take on Goblin and his Dark Avengers, simple as that. See ya next time.**


	62. Vol 3 Issue 5: Storming the Castle Pt2

_Vol 3 Issue 5: Storming Goblin's Castle (Part 2)- Dark Avengers_

 **Goblin's Castle**

The battle over at Goblin's great citadel still rages on, both inside and outside the 93 feet dark castle. The Atlesian Military and their airships, led by General James Ironwood, is putting up a decent fight with the Goblin's Hellcarriers in the sky, with explosions and lasers that can be seen and heard from miles away. Ever since the tower's defenses have been deactivated, some of the Atlesian troops have managed to infiltrate the first three floors of the castle, but that's about as far as they can go, as more Goblin goons and robots start to overtake them with their new and improved, giant RHINO suits that were created by the Goblin. The only ones that have managed to successfully infiltrate and move up through the goblin-filled castle are the Defenders, a new team of Hunters led by the inter-dimensional superhero, Spider-Man. Just recently, they have managed to convert Oni back to his Akuma form, and as thanks he agreed to help out the heroes to defeat the Goblin and save all dimensions from turning into his own playground.

While Akuma, the girls of Team RWBYP, Team JNPR, Qrow, and Winter walk through the 87th floor of the tower, Spider-Man is currently swinging just a few feet in front of them in order to snuff out any surprise attacks with his spider-sense, but so far for the past few floors, there has been no danger coming towards them whatsoever.

"Hello? Goblin? Is anybody actually up here?" Spidey asked as he lands on the ground after web-swinging, not getting a response from anyone around him, nothing but the wind. "It's the girl scouts! Your friends a few floors down said you didn't want any cookies, but we know you better than that!" He said out loud, but again no one is trying to attack them or ambush them. No even his trusty spider-sense is signaling him to anything, only nothing.

"Does anyone really find you amusing, boy?" Akuma asked the Webhead, walking past the spiderling without batting an eye to him.

"Oh, the guys out in the hall thought I was a barrel of laughs." Spidey replied, referring to the beaten-down mooks they have fought up til now. Akuma growls in disgust, still walking away while Spider-Man and the other catch up with the demon fighter.

As they continue walking through the great halls of the tower, getting closer and closer to the Evil King's Watchtower, they pass by some manmade, stone statues of the Goblin in his King attire, with some of the smaller statues showing different poses of the Goblin, while the center of the hall has a giant, green statue of the monster, holding a hammer that resembles Thor's hammer up to the sky while also appearing to be laughing as well.

"Geez, why does Goblin have so many statues of himself in this place?" Nora asked while looking up at the giant stone statue of Goblin.

"Because like any egotistical maniac, Goblin wants to express his authority and power in any way possible." Ren answered her as they both continue walking along the hallways.

"That, and to probably show off his artistic skills." Jaune added.

"I can't believe that he actually infected another world. A future world to be exact." Pyrrha said, remembering how Goblin infected the Earth of 2099 and changed the people into goblins.

"I still can't believe that there's still a Spider-Man in the year 2099." Spider-Man conversed with her. "I mean, I can image there being an Iron Man of the year 2099, but a Spider-Man? I never thought I would be important enough in history for someone to try and replicate in the future, especially considering my reputation back on Earth."

"How can you say that?!" Weiss asked him. "The fact that someone in the future IS replicating you shows just how important you are in history." She said to him.

"You should be pretty proud that your legacy will uphold for another century, Pete." Blake said with a smile and a pat on his shoulder.

"Yeah, your right." Spidey said with a smile behind his mask. "This also means that I have to try harder than ever to perfect that Anti-Goblin cure and save the people of 2099. I kind of owe it to the Spider-Man of that world for keeping up my legacy."

"Hey, hopefully in the future, our legacy will be uphold and remembered as well." Ruby said to her team, who all nod and agrees with her.

"If a loser like me could be remembered in the next century, then I'm sure you four will as well." Spidey said to his teammates.

"Uh, thanks, I think." Yang said, a bit unsure of that statement.

* * *

 **BGM- Dragon Ball Super OST- A Bad Premonition**

As they continue walking up to the 88th floor, Ruby notices her uncle Qrow looking a bit troubled, taking every second to look around his surroundings as if something might come out and ambush them. "Are you okay, Uncle Qrow?" Ruby asked her uncle.

"I'm fine, Ruby. It's just…" Qrow pauses for a second. "I've been through a lot as a Huntsman. Traveled the world a lot, fought all sorts of Grimm. I've even seen things that could scare even the bravest of souls. But here…this place is different. This place was created by a being of pure anger and hatred. You can practically _feel_ his corrupted presence all over the floors, the walls…even the air itself. It's like this entire castle is just one, gigantic cemetery." He explained to his niece with a serious tone.

"Yeah. It sucks." Yang casually said in her usual tone of voice. "Can't wait until we tear it down so we can breathe a little easier."

"That is, after we find Goblin." Winter spoke up.

"Still, I'm a bit uneasy about this. We've been climbing this tower for a while, and yet, we haven't encountered one bad guy in the past 20 minutes. It's almost like we're running into a trap." Qrow said.

"Don't worry, Qrow. I'm pretty sure nothing will pop up in this creepy, twisted, ugly castle, filled with highly-enhanced individuals and weapons of mass destruction." Spidey said to assure the experienced Huntsman, but all it did was make him worry a little more. "Luckily, my spider-sense isn't going nuts, or I'd be pretty freak…" And as soon as he said that, his spider-sense goes off. "Ah crud."

 **BGM Ends**

Rising up from the floor of the hallway, dozens of Goblin's Army stare down at the heroes, all pointing their guns at them, with some of the Goblin Grimm snarling at them. Some of the mooks are even piloting the new and improved RHINO armor suits, now sporting a green/purple color scheme. "You know; I was wondering when the next wave was about to hit. What number are we on now? Wave 12?" Spidey asked, trying to reduce the tension and the current situation they find themselves now.

"Spidey! I don't think this is the time for jokes!" Pyrrha said, taking out her sword and shield.

"But there's always the time for jokes!" Spider-Man replied.

"Not in this situation!" Blake said to him.

"Ah fine." Spidey said, disappointingly. "Just give me a sec to suit up." He said as he starts pressing buttons on his Webware. "Materialize! Iron Spider Armor!" He shouted, using the Matter Wave functions of his wrist device, he materializes his armor as different, small pieces and they start attaching to the hero, and a second later, he is armored up and ready to kick butt. **"Alright! Who wants some of this!?"** He asked the dozens of goblin mooks and robots, but none of them reply to his question.

 **BGM-Dragon Ball Super OST- Crisis**

"Hmph." Akuma grunted, crossed armed and a bit angry for some reason. "What is this…mockery?" He asked, walking in front of his allies, making them wonder what he plans on doing. "The Goblin thinks that his children and toys could defeat me? He must be sadly ignorant." He said, standing in front of the small army that he is about to face against, alone. He slowly powers up his Satsui No Hado aura around his body, causing the mooks to slowly take a step back from this powerful warrior. He then starts charging up a purple Hadoken like ball in his hands. "Prepare to meet your maker! MESSATSU GOU HADOU!" He yells out, firing out a huge, purple beam towards his enemies, who all had the look of despair before getting overtaken by the blast, causing a huge explosion in the hallway, even shattering the windows as well.

As the dust clears, all the robots and Grimm have been utterly decimated, the RHINO suits have shattered to pieces, and the goblin-infected goons are knocked out unconscious on the floor. "Foolish children. Only those that have mastered their FIST could have any hope in defeating me." Akuma said, crossing back his arms.

 **BGM Ends**

Akuma continues his trek through the castle, not knowing he left the Defenders utterly speechless at the power he shown off. "Wow…I mean, wow…" Winter said, still completely amazed by Akuma's strength, on how he took down a small army without even trying.

"You said it. I doubt even I could beat him." Qrow said, sharing the same, shocked face as everyone else.

"Are you pups going to stand there motionless, or do you want me to help drag your feet through the ground instead?" Akuma asked in an angry tone of voice, only turning his head to face them.

"Um, no, Akuma, sir! W-We're coming!" Weiss said, snapping out of her trance. The rest of the heroes quickly catch up to Akuma, not wanting to piss him off any further, as they slowly approach the top of the tower.

* * *

 **BGM- Titanic Monarch Zone Act 2 (Steel Cortex)**

The team has finally arrived at the top floor of the castle, the 93rd floor, just one more level until they reach the Watchtower that is attached to the castle. The 93rd floor of the castle looks remarkably different from the other floors they climbed up. The floor looks almost like a cathedral with stained-glass windows that depict the Goblin in various, monstrous poses. A few of them depict Goblin standing over the ruins of Huntsmen Academies in Remnant. Four of the windows depict a forest, each one looking different depending on the four seasons: Winter, Spring, Summer, and Fall, with the Goblin standing in the center of each image. There are also four windows that depict four, stone spheres, each sporting a strange symbol.

"First stone carvings and now stained-glass windows. This guy can't help but plaster his face all over this castle, does he?" Blake asked with disgust, walking past some of the stained-glass windows.

 **"** **Hey, at least he's trying out a new hobby that doesn't involve killing or transforming people into monsters."** Spidey told her.

"True…"

"Yo Spidey! Look at this one!" Yang calls out for him. The Webhead walks to her direction, pointing at a window depicting the Goblin standing on top of the corpses of the Avengers and Nick Fury, while also holding the head of Spider-Man in his hand. "Nice right?" She asked him sarcastically.

 **"** **Ehh, if my head was a little bigger, than I would actually give this one a…6/10."** Peter responded.

 **BGM Ends**

"You're being too generous." A mysterious voice catches the attention of everyone in the giant hallway. Slowly out of the shadows, NORMAN OSBORN, not a hologram this time, walks up to face the heroes, still in his business suit.

"Osborn." Ruby said in anger.

 **"** **No."** Spidey shakes his head. **"Just another LMD clone."** He said, using his upgraded spider-sense to tell that it's a fake.

"Yes. The same LMD that was actually helping out the White Fang for the past few months while my real self was working behind the scenes. The _Professor_ , right in the flesh." LMD Norman said with a smile.

 **"** **Okay, Prof. Answer me this: How many punches will it take to knock you out of this castle?"** Spider-Man asked while pointing at his face.

"I don't know. How many times will it take until you come up with a funny joke?" Norman retorted with a grin, making Spidey flinch in pain, not from a punch, but from that burn.

"Ouch." Yang responded, feeling Peter's pain. "He didn't even use his fire powers to apply that burn."

"Anyone that can verbally put down Spider-Man like that must be really dangerous." Ren said.

"Thanks for the complement." The LMD shrugged.

"So, this is what you look like in human form, huh?" Qrow started talking to get back on topic. "Not too shabby."

"To think you used to look like a decent man." Winter said with a slight sympathetic tone of voice.

"A much better man than your father, correct Ms. Schnee?" LMD Norman asked her.

"A better monster is more like it." Winter said, giving the LMD a cold glare.

LMD Norman chuckled. "In your opinion, perhaps. Just wait until I've killed you and the rest of your family. That way I can take over and improve on that pathetic excuse for a company. How does the name 'Neo Oscorp' sound? Has a nice ring to it, don't you agree?" He asked, angering both Weiss and even Winter.

"Don't you dare…" Weiss growled, as she takes a step forward, wanting to furiously strike at the fake Norman, but Spidey stops her by putting his arm in front of her.

 **"** **Don't let him rile you up. That's just what he wants. Besides, he's just a fake. The real one is still up in his Watchtower on the next floor."** Spider-Man said to the heiress, calming her down.

"Oh? And what makes you think you can pass me to get to him?" The LMD business man asked the armored up Spider-Man.

 **"** **Well, for one, I'm in this high-tech Iron Spider Armor that my pal Tony Stark built for me. With some modifications of my own, of course. I don't see you wearing any fancy armor that isn't goblin-themed."** Spidey said.

 **BGM- Marvel vs. Capcom Infinite OST- Ultron Theme**

The LMD starts laughing. "That…is where you are wrong." The LMD's eyes start glowing white, and slowly his robot body is suddenly suited up in a battle suit that resembles the colors of Captain America, with a white star colored on the center of the armor. **"So, how do I look?"** The armored up LMD asked the heroes, who are all looking very surprised and shocked that Norman has Iron Man armor, well everyone except for Akuma, who is left unimpressed.

"Oh man! He has his own cool-looking armor?!" Jaune asked.

"Spidey, he stole your do!" Nora shouted.

 **"** **More like Iron Man and Captain America's do!"** Spidey replied.

The armored up, robotic LMD laughs. **"You may call me: The Iron Patriot. A symbol to the new world order that people can get behind, just like how the people of Earth look up to those** ** _miserable_** **failures of heroes they call Iron Man and Captain America."**

 **"** **How in the world did were you able to build your own Iron Man suit? You have to be someone like Tony Stark to build something that advanced."** Spidey asked him.

 **"** **Please. Anything Stark can do, I can do better, especially after I 'borrowed' a few parts of some of his old armors back at Stark Industries almost a year ago on Earth. The poor fool had no idea all this time."** The Iron Patriot answered his question.

"Unbelievable!" Weiss shouted.

 **"** **Just wait til Tony hears about this. I doubt he'll be happy."** Spidey said towards the LMD Norman Osborn.

"Doesn't matter. It's still 11-to-1. You're still outnumbered, Osborn!" Qrow said, drawing out his sword.

 **BGM Ends**

 **"** **Hehehehe. If that's the case, then maybe I should even the playing field."** Iron Patriot said before thrusting out his right palm. **"To me, my Avengers!"**

 **"** **Avengers?"** Spider-Man asked in confusion.

 **BGM- Dragon Ball Xenoverse 2 OST- VS Villainous Form / Trailer Music**

Appearing on each side of the Iron Patriot, six portals open up, and walking out of them are six, very familiar foes to our heroes, but looking a little green. The terrifying U-Foes: composing of Vector, Vapor, X-Ray, and Ironclad. The aquatic menace: Hydro-Man. And the pure energy monster: Zzzax. All of them standing right beside their Iron leader, all sporting a green color scheme and a dark green aura, with the kanji written on their forehead that says _goblin_. **"Say hello to my Dark Avengers."** Iron Patriot introduced themselves.

"Dark Avengers?" Pyrrha asked.

"It's all of our old enemies. The U-Foes, Hydro-Man and Zzzax." Ruby points outs.

"And from what it looks like, they have all been infected with the OZ formula." Ren said, taking note of their new appearances.

"Well, this just got a whole lot complicated." Qrow said.

"All because you couldn't keep your mouth shut, as always." Winter said while giving Qrow a cold glare to his eyes.

"If I wasn't, I'm sure Yang or Spidey would've said it." He replied with a shrug. Winter rolls her eyes and puts her attention back to the Dark Avengers.

 **BGM Ends**

The goblin-infected Vector strangely grins and starts walking up to the heroes. **_"Tiresome creatures…Why do you resist?"_** A voice, that clearly doesn't sound like Vector at all, starts talking.

 **"** **Goblin…Is that…you?"** Spider-Man asked, recognizing the voice coming out from Vector's mouth.

 **BGM- Marvel vs. Capcom Infinite OST- Theme of Thanos**

 ** _"_** ** _Who did you thought it was? Vector?"_** The goblin-enhanced Vapor started speaking with Goblin's voice, laughing while floating right next to the other possessed Vector. **_"Yes. It is I, the Goblin King. Standing here in the flesh, as it were…"_** All of the other infected Dark Avengers started talking with Goblin's voice, except for the Iron Patriot.

 ** _"_** ** _Though not my own…"_** Goblin said, as a huge hologram of the Goblin King standing right behind his Dark Avengers, getting the notice of the heroes. **_"I had a dream…"_** Goblin started, as all the windows in the great hall start to project a live video feed of the Goblin King, standing in front of his seat of his throne room, up at his Watchtower. **_"All of the weakling realities, EVOLVED to form the ultimate, perfect multiverse, with all life in each world remade in my image. Yet still, here you are."_** He said with a menacing tone of voice.

 **"** **You'll find we're stubborn like that."** Spider-Man said towards one of the projections.

 ** _"_** ** _Yes…but you'll change…as your former enemies has."_** Goblin said, with his Dark Avengers lining up right beside each other. **_"They are a part of me now, purified, immaculate…"_**

"Sorry, but I'm not seeing any improvements. In fact, I think you downgraded them." Yang mocked him.

"Enough of your games, Goblin! Come down here and face me!" Akuma spoke up and demanded the Goblin King to come and fight him.

 **"** **Yeah, what he said!"** Spidey agreed with the demon.

 ** _"_** ** _Hmph. Fine then. I'll let you two come to my Watchtower while my Avengers deal with your friends. It'll be a glorious bloodbath."_** The Goblin King said through the hologram.

"I'm coming too!" Ruby spoke up.

Spidey turns to his friend. **"Ruby, you sure?"** He asked her.

"Of course I'm sure. Me and my scythe wants to join this little chat." She said with a determined face.

Peter smiles behind his helmet. **"Okay."** He said with a nod. He turns to Akuma. **"You don't mind if she comes along?"** He asked the demon street fighter.

"As long as she doesn't stand in my way, if she knows what's good for her." Akuma warned her.

 **"** **Well then, allow me to take you three to the throne room, while the other Avengers deal with the other rodents."** The Iron Patriot said, hovering in the air.

Spidey turns to the rest of the Defenders. **"You guys can take care of yourselves, right?"** He asked them to make sure they'll be okay.

"Of course." Yang said, giving him a thumbs up.

"Leave everything to us." Pyrrha said with a smile.

Spider-Man nodded in response and style changes to his GravityShield Style. He starts hovering in the air and uses his repulsors to create a gravity bubble for both Ruby and Akuma, with the latter crossing his arms in disgust and embarrassment. **"Ready when you are, you fake Iron-Man rip-off."** Spidey said to the Iron Patriot, as the four of them head towards the Watchtower, leaving the other Defenders to face off against the Dark Avengers.

 ** _"_** ** _Now then, let's see how lame you really are."_** Goblin Vector said to his enemies.

"Get ready to get bodied!" Jaune said, with his sword and shield in hand.

"Defenders…ATTACK!" Winter ordered, as the Defenders and Dark Avengers both charge at one another, with the two teams about to clash in epic combat.

 **BGM Ends**

* * *

 **BGM- Dragonball Super OST - Limit Break X Survivor [Orchestral version/Recreation]**

After a few minutes of flying, arriving at the top of the castle, Spider-Man, Ruby, and Akuma have arrived at the Goblin King's Watchtower, thanks to the directions from the Iron Patriot. All four combatants land on the floor of the King's throne room, with the Iron Patriot descending right next to his King, who is sitting on his throne, opening his red eyes to notice his enemies standing a few feet away from him. **_"You came."_** Goblin greeted his enemies.

 **"** **Well, you were so kind to invite us to your little throne room here."** Spider-Man said to him.

"Can't wait until we smash it to pieces!" Ruby said, bringing out her scythe to the back of her.

Goblin laughs at her pitiful remark. **_"Child. Do you have any idea who you are up against?"_**

"The murder of my friend!" Ruby angrily said to him, remembering how he mercilessly killed Penny.

Again, Goblin laughs at her sad remark. ** _"Why try to fight me? I, who am God."_** He said, slowly getting up from his throne to properly face his opponents. Wasting no time, Akuma dashes towards Goblin, using his Ashura Senku technique in order to perform his Ragin Demon. At the same time, Goblin also uses the Ashura Senku to perform the Raging Demon onto Akuma. The two warriors clash with their soul-crushing attacks, but it only serves to counter and abruptly stop the attack, knocking the two warriors back to their respective spots. **_"Not bad, my former slave."_** He said with a small laugh.

"I am not your slave anymore, Goblin!" Akuma said, getting into fighting position while powering up his aura.

 ** _"_** ** _Whatever. You have served your purpose, and for that, I have no need for you anymore."_** Goblin said with a strange, calmly tone.

 **"** **This all ends, Osborn! Today, we will finally beat you!"** Spider-Man declared.

 ** _"_** ** _How wrong you are, Parker. There is more to this than meets the eye."_** Goblin foreshadowed, though none of the heroes have no idea what he's talking about, and they don't seem to care in the slightest.

"Stop talking nonsense, and let's get right to it, shall we?" Ruby asked with a resolute face, putting on her red hood, meaning that she's serious this time.

 **"** **It would seem that the girl is getting serious. I can't wait wipe that confident face right off your head."** The Iron Patriot said, walking right beside his King.

The Goblin King closes his eyes. **_"Three warriors from three dimensions. You don't get something like this every day, hmhmhmhmhm."_** As he opens his eyes, the Demon King tugs onto his cape. **_"I hope you chumps have prayed to your God…"_** He said, throwing away his cape to his side. **_"But don't be surprised if he wasn't listening."_** He said with a grin, as everyone gets ready to start fighting for their lives.

 **BGM Ends**

 **BGM- Dragon Ball Raging Blast 2 Theme Song - Battle of Omega**

All five combatants stare off against their respective foe: Ruby having her eyes on the Iron Patriot, and Spider-Man and Akuma setting their eyes on the grinning Goblin King. After a short moment, Iron Patriot starts the fight off by immediately firing a repulsor blast at Ruby, who jumps back from the attack, with the Iron Tyrant dashing right to her direction. Immediately after that, Akuma performs his Tatsumaki Zankukyaku, also known as the Hurricane Scythe Kick on Goblin, who manages to block it with one arm. The two demon warriors having a high-speed clash filled with punches and kicks on that exact spot, with no sign of opening for either of them to get a hit on each other. The two collide arms, breaking part of the golden floor of the throne room, trying to push one or the other to the other side of the room, but none of them are budging at all. It wasn't until the Iron Spider-Man drop kicked Goblin in the face, knocking him to a wall.

Goblin manages to get up, not receiving any damage from attack, and thrusts his right palm to the ground, creating a series of dark, napalm ice spikes closing in on Spidey and Akuma. Both of them jump away from the liquefied fire ice, only for it to explode in the center of the giant room.

On the other side of the room, Ruby is clashing her scythe swipes with the Iron Patriot. The Armored up menace shoots out a barrage of repulsor pellets at Ruby, ending it by shooting out miniature missiles from his shoulder pads. The Little Red Riding Hood manages to dodge most of the incoming fire, retaliating with high-speed bullet fire from her scythe, only for them to tickle the Patriot's armor. She then tries to direct approach: launching herself to the air and fight the Patriot in close range combat, hoping to get some results.

* * *

Back on the 93rd floor of the castle, the other Defenders are putting all their focus in taking down the Dark Avengers. Yang is dodging, and punching, some floor debris being thrown telekinetically by the goblin-enhanced Vector. When that wasn't enough, Vector uses his powers to bring up three Goblin statues from a couple floors down, with one of them being the giant Goblin statue that is holding a hammer and throws all of them right at Yang. The blond manages to dodge two of the statues by jumping on top of them, gaining enough altitude so she can punch through the giant Goblin statue, landing right in front of Vector and punches him in the face, knocking him away.

Not far from Yang's battle, both Weiss and her elder sister, Winter, are fighting against the gassy woman of the Dark Avengers: Vapor. Winter uses her Semblance to summon an ice version of an Ursa to attack Vapor with, but the gas woman changes into a volcanic gas and easily melts through the ice Ursa. Winter is shocked that her special ability was easily overcame, and before Vapor could attack her, she is blown away by a strong ice wind from Weiss' rapier, who gives her sister a two-fingered salute, who responds with a smile and a two-fingered salute of her own.

Blake is having a hard time fighting X-Ray, using his radioactive blasts to attack the Faunus. With no other choice, Blake uses the special "Inhibitor bullets" that were created by the military to weaken the U-Foes' power. She loads them up to her gun and starts shooting at X-Ray, and despite being infected with the ISO-OZ formula, they seem to have some effect on him, slightly weakening him. She lungs at the radioactive man with her katana in hand, and before X-Ray could blast her away, she creates a clone that blows him away to the ground, landing perfectly with a smile and closed eyes behind the baddie.

While that was happening, Qrow is busy taking on Ironclad, who's metallic body makes it hard to even receive a dent from any of his scythe slashes. He switches his scythe to a shotgun and starts shooting at the metal man, but his bullets bounce off his body. Ironclad grins and starts walking up towards Qrow, slowly increasing his mass to inflict even more damage. Qrow notices this, so he switches his shotgun to a sword and slams it down to the ground, creating a crater close to Ironclad. Thanks to him increasing his mass, and probably because of Qrow's bad luck Semblance, Ironclad gets stuck through the floor before getting kneed on the jaw by Qrow, knocking him out of the crater.

Team JNPR are busy fighting against Hydro-Man and Zzzax, two opponents that have given the members of Team RWBYP a hard time before. Ren tries to slash and shoot Hydro-Man with StormFlower, but each time he does, the watery monstrosity immediately reforms, smiling at Ren's futile attempts in attacking him. It was until Nora slams Hydro-Man to the ground with her hammer, turning him to a small puddle. Thinking they won, Nora fist bump the air, only a second later Hydro-Man reforms as a giant, water monster, roaring at the two fighters. "Uh oh…" Nora quietly said to herself.

The other members of Team JNPR, Jaune and Pyrrha, are dodging electric bolts from Zzzax. As Jaune lands on the air, he throws his shield right at the monster, ricocheting from his body. While its distracted, both him and Pyrrha rush at Zzzax and the two of them team up on the creature, delivering a great number of sword slashes before getting blown away by an electric shockwave from Zzzax.

* * *

Back at his throne room, Goblin is putting up a good fight against the combined attacks of Spider-Man and Akuma, getting knocked down to the ground from a double kick delivered by the two warriors from different dimensions. As he slowly gets up from the ground, Goblin powers up to his Primal Form, showing that he's getting a little more serious. To respond to his transformation, both the Wall crawler and the demon incarnate power up as well, transforming to Great Weaver Style and Shin Akuma respectively. With an increase in power, the intensity of the battle has also increased, with the three clashing fists not just on the ground, but in the air as well, shaking the entire throne room from their continuous clash, possibly the entire castle. Primal Goblin fires a Shakunetsu Hadoken at his enemies, only for Shin Akuma to effortlessly deflect it with one hand before performing the Tenmakujinkyaku, Sky Demon Air Blade Leg, right onto his head, knocking him down to the ground, but was able to land just perfectly from the attack.

As he lands, Shin Akuma performs another special attack, the Misogi, right on top of Goblin with a devastating knifehand strike, but the tyrant catches it with only hand, catching Akuma off-guard long enough to punch him so hard in the gut that the demon fighter coughs up blood. Before he could burn off his head with a fire breath, Goblin is knocked back by a surprise teleportation attack from Spider-Man's red Shinku Hadoken, direct in the face, blowing him back to his throne, destroying it in the process.

 **"** **Was that thing expensive? Because if it was, then I am very sorry."** Spider-Man jokily apologized to the Goblin King.

Goblin lowly laughs to himself as he gets up from the floor. **_"Don't worry. It'll be easy to rebuild with the help of a couple of fractured bones. Do you know where I can find some?"_** He asked Spider-Man.

 **"** **A graveyard?"** Spider-Man asked.

 ** _"_** ** _Yes. One where you two will end up in!"_** Goblin said before dashing off to continue his fight against Spidey and Akuma.

 **BGM Ends**

Meanwhile, not far from Spidey's fight, Ruby is still fighting against the armed leader of the Dark Avengers, the Iron Patriot. She slashes on the LMD's chest, only for him to activate his unibeam, which sends Ruby flying through the throne room. She lands on the ground, panting heavily after surviving that energy attack.

"Man…this stinks." She said, panting. She slowly gets up, staring down at the hovering and crossed armed Iron Patriot about 20 feet away from her. "I think I'm doing some damage, but that armor is so durable and high-tech that I'm not so sure. If only there was a way to hack and weaken it." She wonders to herself.

 _"_ _I may be some assistance, Ms. Rose."_ JARVIS's voice comes out of her Webware.

"Jarvis?!" She asked, surprised at his sudden spoken up voice. "Wait, you can hack into his armor?" She asked the disembodied voice coming from her Webware.

 _"_ _Affirmative. The current armor that the LMD is wearing is modeled after Iron Man Armor Model 25 created by Tony Stark, before he switched to using Extremis starting with Model 29."_ JARVIS answered her.

"What's Extremis?" Ruby asked before dodging a couple of miniature rockets coming from the Iron Menace's gauntlets.

 _"_ _Extremis is a prototype Super-Solider Serum that Mr. Stark injected himself, giving him direct cybernetic interface with his suits, essentially becoming one with the armor."_ JARVIS informed her while she continues to dodge the Iron Patriot's attacks, this time being heat-seeking missiles. _"I could be able to hack into his armor, but only during a forced armor reboot."_ He informed her.

Ruby smiles as she has an idea. "Don't worry. I have a plan." She said to the AI. The little red-hooded girl jumps over the heat-seeking missiles. As she does that, she quickly loads up an electric dust clip into her gun and fires an electric bolt right at the Iron Patriot, but it does no damage whatsoever.

 **"** **Ha! Imprudent child. My suit is insulated from attack by electric charge."** Iron Patriot informed her.

"True, but I learned something from my tutoring sessions with Peter." Ruby said to him.

 **"** **Oh? And what would that be?"** Patriot asked her.

Ruby smirked. "That electricity generates heat."

As soon as she finished saying that, the Patriot's armor sense a couple of missiles heading towards him now instead of Ruby, colliding with his armor, knocking him down to the ground, temporarily shutting down his armor. **"Ah! That brat! Armor. Reboot all systems NOW!"** He shouted within his armor.

 _"_ _Reboot of Iron Patriot armor failed."_ His armor's computer informed him.

 **"** **What?! What about the shields?"** He asked his computer.

 _"_ _Shields down. Interface corruption detected."_

 **"** **Interface corruption?!"**

 _"_ _Database and power cell corruption detected."_

 **"** **My high-tech suit is being hacked by a little girl?! Impossible!"**

 _"_ _Armor's self-destruct system initiated. Locking down armor."_

 **"** **WHAT?! No! This can't be!"** He shouted, locked inside his armor. And before he knew it, he is smacked away by Ruby's scythe, knocking him all the way to the Goblin King's direction. Before the King could react at the unknown projectile, the armor exploded right in front of his face.

 **"** **Whoa! What in the world just happened?"** Spidey asked, looking at the smoke cloud that surrounds Goblin.

"Hey guys. What's up?" Ruby walks up and asked the two warriors.

 **"** **Ruby, did you do that?"** Spidey asked her while pointing to the smoke.

"Yup." Ruby nodded with a smile. "With a little help from JARVIS."

 **"** **Heh. Not bad, Rubes. Not bad."** Spidey complemented her by giving her a fist bump.

As the smoke clears, Goblin is standing within the crater, already transformed into his own Shin form, and looking mighty angry. **_"You're a lot more STUBBORN than I give you credit for, Ruby. I see now that I shouldn't have underestimated you."_** He said, with Ruby laughing by herself for a job well done. The King puts one hand on the ground in front of him, getting ready to lung at his enemies. **_"Now then, Little Red Riding Hood. It is time for the big, bad wolf to devour both you and your two little pigs."_**

 **"** **Did he just call us 'pigs,' because if he did, I feel greatly offended now."** Spidey said.

"Same." Akuma agreed with him, as the three of them get into defensive position, seeing that Goblin is lunging at them with a mighty and monstrous roar.

* * *

Back with the other Defenders, they are still fighting against the Dark Avengers, with neither team letting up. Team JNPR are together again, combining their efforts to attack both the giant Zzzax and Hydro-Man, but none of their attacks seem to be working against the tall behemoths in the slightest.

"Uh! This is getting us nowhere!" Pyrrha said while slashing at Hydro-Man's large feet.

"We need a new plan!" Nora shouted while shooting at Zzzax.

"Nora! See if you can absorb any of Zzzax's electricity and redirect it back at him!" Jaune ordered his teammate.

"Got it!" Nora nodded, running up towards the monster giant Zzzax to get his attention. "Hey! Electric Boogaloo! Over here!" She taunted the electric monster to attack her.

 ** _"_** ** _Zzzax…kill!"_** He managed to say, shooting out a giant electric beam at Nora, who uses her hammer and Semblance to absorb the energy directed at her. She struggles to stay still, slowly getting pushed back by the force of the blast, but once she had enough, her entire body sparks blue electricity, and with a mighty yell, she slams her hammer so hard on the ground she creates a massive shockwave, shattering all the stained-glass windows on the current floor they're in, knocking out all the Dark Avengers cold, declaring the Defenders victorious.

"Woo-hoo! Let's do that again sometime, huh?" Nora happily asked.

"Good job, everyone. Now, let's go help out the other three." Winter commanded, and with a simple nod from her teammates, the Defenders rush off to help out Spidey, Ruby, and Akuma.

* * *

 **BGM- Dragonball Super OST - Frieza's Secret Plan**

 ** _"_** ** _Ergh!"_** Goblin grunted, getting pushed back by the combined attacks of Great Weaver Spider-Man, Shin Akuma, and Ruby. All four fighters pant heavily, as they all have sustained a lot of damage over the course of the battle. **_"Heh. I'm surprised. Even with my recent increase in power, you three are still giving me some trouble."_** He said to the other fighters.

 **"** **Your welcome!"** Spider-Man said to the King.

The Goblin King laughs menacing for a bit. **_"We can't have that now, can we?"_** He continues to laugh as he presses a couple of buttons on his gauntlets. Rooting out of from the ceiling, weird machines pop out from above the heroes as the three of them look up, wondering what it is.

"What's that?" Ruby asked with a confused look.

 ** _"_** ** _Heh."_** Goblin muttered out, pressing one last button on his gauntlets, activating the weird machines from the ceiling and shooting out a strange blue energy at the heroes, causing all three of them to scream in pain.

 **"** **Goblin…What are you doing…?"** Spider-Man managed to asked, ignoring the pain.

 ** _"_** ** _Bye-bye."_** The Demon King simply waved at his captured heroes, and in a flash, they vanish in thin air. Just a second after they've vanished, the other Defenders arrive as Qrow and Yang knock down the front door.

"Spidey! Ruby!" Yang shouts for them but gets no answer. She then turns her attention over to the Goblin King. "What did you do to them? Tell me!" She demanded with a menacing glare.

 ** _"_** ** _Nothing really. Except that I teleported the bothersome lot to an alternate dimension using the Watchtower's dimensional transporter that you see up there."_** He points them up to the machine that has the ability to teleport to other dimensions. **_"It's the same machine that I used to open up a wormhole to that other world in the sky not too long ago. But I have no need for it anymore."_** He said, shooting out an energy blast right up to the ceiling, blowing up the rooftop completely, as they can see in the night sky above all the fighting happening in the sky between the Atlesian Military and the Goblin's Hellcarriers. **_"And since the other dimensional transporter is on my main Hellcarrier ship, which is NOT currently present anywhere in this castle, those three buffoons are stuck in an alternate world."_** He informed the rest of the Defenders, who all give him an angry and menacing glare. **_"Aww. Don't be too mad. I'm sure they are having a joyful time in the DARK Dimension."_**

"The Dark Dimension? What's that place?" Weiss asked the King.

 ** _"_** ** _Just the home to many Mindless Ones, and to the Dread Lord, Dormammu."_** Goblin informed them. **_"I'm sure he'll hate to have uninvited guest crashing his home, just like how I hate that you are destroying my castle!"_** He said, powering up his menacing looking dark aura. **_"Now it is time to suffer a million deaths. HHHUURRRAAAAAARRRRR!"_** He roared, as the rest of the Defenders prepare to defend themselves from Goblin, now without the aid of some of their strongest party members.

 **BGM Ends**

* * *

 **Dark Dimension**

"AAAAAAAAAHHHHHHHH!" Both Ruby and Spider-Man scream at the top of their lungs from the sky, crashing down to an empty roadway in this dark red sky of a dimension, while Akuma simply lands on his two feet.

"Ugh…" Ruby rubs her head, getting up from the ground alongside Spider-Man. "Where…are we?" She asked, looking around a world riddled with natural warps into pocket universes within the dimension itself.

 **"** **Oh, this place looks AWEFULLY familiar."** Spider-Man said, looking around this familiar realm of a dimension. **"I suggest we get out of here, like now."** He said to Ruby and Akuma, with the latter seemingly not paying attention to him.

"Why?" Ruby asked him.

 **"** **Because the guy in charge of this place hates intruders, especially those who are friends with Doctor Strange."** Spider-Man told her.

 **BGM- Marvel vs. Capcom 3: Fate of Two Worlds- Dormammu Theme**

 ** _"_** ** _AND YOU ARE RIGHT, YOU PRESUMPTUOUS INSCET!"_** A dark and sinister voice catches the attention of all three heroes. They turn around to see Dormammu, the flaming head lord of the Dark Dimension, standing in mid-air from across the roadway they are standing on, looking 3 stories high of a small apartment building. **_"WHO DARES ENTERS THE DREAD LORD'S DIMENSION?"_** He asked the heroes, with only two of them looking pretty terrified at the moment.

 **"** **No time to talk! MOVE!"** Spidey shouted, grabbing Ruby's hand and flying away at full speed from the Soul Eater, with only Akuma standing there in place, determined to fight this demon to the finish. He fires off a Gohadoken right at the gigantic Dormammu, only for it to evaporate before it could make contact. Unimpressed, the Dread One sends Akuma flying all across his dimension with a simple slap.

While they are flying, Ruby and Spidey see Akuma flown pass them in lightning speed. "Okay! Scared now! Fly faster!" She shouted at Peter, who gives it his all and flies much faster than before, but it means nothing to one that rules the Dark Dimension, as Dormammu simply physic push the two children onto another roadway.

 ** _"_** ** _I ASK YOU AGAIN: WHAT ARE YOU DOING IN MY DIMENSION?"_** Dormammu asked as he hovers right next to them.

 **"** **We've, uh, come to bargain?"** Spidey asked him nervously.

Annoyed at that question, Dormammu starts attacking them with a meteor shower from above, prompting Spidey and Ruby to fly away again. "He seems angry!" Ruby points out the obvious.

 **"** **You think?! Something tells me he doesn't like that question!"** Spidey said as they continue flying away, only for his spider-sense to tingle, as the two of them look up to see Dormammu's giant palm, crushing them to another roadway where Akuma is lying unconsciously on. **"Yup. We're doomed."** Spidey said, as he and Ruby stand up to see Dormammu again, along with thousands of his Mindless Ones surrounding them, making it almost impossible to escape.

 **BGM Ends**

 ** _"_** ** _LAST CHANCE. TELL ME WHY YOU ARE HERE, LITTLE SPIDER, BEFORE I ERADICATE YOU COMPLELELY?"_** Dormammu asked them one last chance.

 **"** **Dormammu! Dormammu! Wait! We didn't come here willingly!"** Spider-Man quickly told him.

 ** _"_** ** _HMM. EXPLAIN."_** The Dread One said, wanting to hear their explanation.

 **"** **You've heard of the Green Goblin, right?"** Spidey asked him.

 ** _"_** ** _THE MORTAL CALLED NORMAN OSBORN? YES, I HAVE."_**

"Well, it was because of him is the reason why we were teleported to this place!" Ruby explained to him.

 **"** **And right now, he's back on a world called Remnant and plans to conquer every dimension with his OZ formula so he can become some big God of the multiverse!"** Spider-Man finished explaining to Dormammu.

 ** _"_** ** _HMMMMM."_**

"So, uh, can you help us get back there, oh your Dreadness?" Ruby asked him as kindly as she can, ending with a very nervous laugh.

Dormammu closes his eyes and thinks about his next decision for a moment, with the teens receiving a dreaded silence, gulping heavily at what his next action might be. After about 30 seconds of total silence from both him and his Mindless Ones, Dormammu opens his eyes as they flare with flames, staring menacingly at the teenagers, with the intent on doing something dangerous towards them.

* * *

 **Goblin's Castle**

Back in the world of Remnant, the Defenders are getting utterly trashed by the hands of the Shin Goblin King, who is barely putting up an effort towards them now that Spider-Man, Ruby, and Akuma aren't with them anymore. As he punches Yang and Nora back to the rest of their weakened team, Goblin senses something far from his castle. _"Hmhmhmhmhm. It would seem that she's almost beaten. Good."_ He said to himself in his thoughts. He looks back at the other heroes, who look like they can barely move or fight anymore. **_"Alright, mortals. I think you are just about done. Now it is time we end this. I have other things to take care of."_** He said, thrusting his palm at the Defenders, powering up a napalm-filled energy blast in his hand, grinning like a mad man.

 **BGM- Dragon Ball Super OST – Vegito Appears**

Before he could fire off his killing blow, he is blocked by a sudden beam of orange light shooting down from the skies above. **_"W-What is happening?!"_** Goblin asked about this strange beam of light.

"GOOOBLLIIIIIIINN!" Shin Akuma yells out his name in anger from inside the beam of light, dispersing it with his Satsui No Hado, shaking the entire castle with his raw power, causing the rubble to hover up in the air. Alongside the pissed off Akuma, Spider-Man and Ruby are standing right next to him.

"Ruby! Peter! You two are okay!" Yang said.

"Of course we are." Ruby responded to her sister.

 **"** **We aren't that easy to get rid of."** Spider-Man told her.

 ** _"_** ** _But how?! How did you get back?! I destroyed the dimensional transporter, unless…"_** Goblin said until he senses a powerful presence behind him.

 ** _"_** ** _Goblin!"_** The Goblin King turns around to see Dormammu, in a size similar to Goblin's, standing right where his throne used to be.

"Huh? Who's the flaming head guy?" Qrow asked but everyone ignores him.

 ** _"_** ** _You are a fool, Goblin. No one uses my dimension as they're own trash can and gets away with it. That, and conquering other dimensions is MY job, not for an unstable mortal with a god-complex such as yourself."_** Dormammu warned Osborn, receiving an angry growl from him. The Dread Lord turns his attention to Spider-Man. **_"Spider! Dispose of this pest. Don't make me regret sending you three back here."_**

Spidey lets out a cocky, yet confident laugh. **"Never thought I would actually agree with Dormammu on something. Alright, let's go Goblin!"** He said, as the three remaining heroes get into fighting position.

 ** _"_** ** _You'll pay for this, Dormammu! Once I'm done here, I'm coming for you and your dimension next!"_** Goblin said to him furiously before turning his attention back to his enemies. **_"Death to all that dares to oppose me! I will eradicate you weaklings off for good!"_**

 **BGM Ends**

That last line has finally gotten underneath Akuma's skin, causing his eye brows to twitch furiously. "Do you really think it'll be that easy, Goblin?!" He asked before bursting out his dark Hado aura once again, sending out wind shockwaves all across his throne room just from the sheer force of his power, almost blowing away the other Defenders.

 **BGM- Dragon Ball Super OST- Clash of Powers**

"DON'T UNDERESTIMATE THE POWER OF AKUMA!" Shin Akuma yelled out furiously. Goblin gets into fighting position as Akuma rushes right at him with a barrage of punches, only for Goblin to counter them with his own attacks. Quickly finding an opening, Akuma thrusts his arm and stabs Goblin right in the chest, wounding him before blasting him away with an energy blast.

As Goblin gathers his bearings, he his met by Great Weaver Style Spider-Man webbing him down to the ground before using all of his organic webbing to create a massive, right-armed, web fist, strong enough to pow Goblin so hard to the ground in creates a giant crater. Goblin knocks away Spidey with a fire breath, only to be met with a couple of bullet shots coming from Ruby's gun. Shin Akuma powers up his aura yet again and delivers another devastating punch to Goblin's face, knocking him close to the wall of his precious Watchtower.

 ** _"_** ** _Y-You…"_** Goblin said, as he notices both Spider-Man and Shin Akuma coming right for him. **_"Fine! I'll end you all!"_** He declared, powering up sun-like energy sphere on the palms of his hands. **_"CHATOITC SUPERNOVA!"_** He yells out, firing off a sun-like energy beam big enough to engulf everyone that's currently in the room, which includes Dormammu.

Spider-Man lets out a powerful battle cry, powering up all the way to his Spider Style Change, packed with his godly blue aura and six, sinister, spider-like eyes on his helmet. **"VANISHING…!"** He started off, using his energy to change the shape of his hands into a blue, large man-spider head-shaped shroud while powering up a blue energy wave.

"MESSATSU…!" Shin Akuma continues, powering up a purple energy wave in his palms.

"HADOKENNNN!" The two of them yelled out at the same time, combining their attacks in a gigantic blue/purple energy wave, completely encompassing Goblin's own attack and coming right back the King himself.

 ** _"_** ** _D-Damn you alllll!"_** Goblin shouted before getting completely engulfed by their combined attacks despite his attempt at defending himself. Not only does the attack destroy the walls of his precious Watchtower, but the catastrophic beam also destroys the remaining Hellcarrier ships that were still fighting against the other Atlesian battleships.

The Defenders cheer as they have won, with even Dormammu letting out a small laugh over Goblin's supposed defeat. As the dust settle, Goblin is crouching down on one knee, in pain, as evident with all the battle damage and blood all over his body.

 **BGM Ends**

Spidey and the other heroes walk up to the "defeated" Goblin King. **"It's over, Osborn. You've lost."** He said to the King, who is not looking right at him, only staring down to the floor below.

 ** _"_** ** _Ahahahahahahaha!"_** The Defenders turn around to see Dormammu laughing at their expense.

"What's so funny, flame head?" Weiss asked him.

 ** _"_** ** _Did you fools really think you've won?"_** Dormammu asked them.

"Uh, yeah." Jaune simply answered him.

 ** _"_** ** _Idiots. Are you telling me that this entire time, you haven't notice you were fighting a CLONE of Osborn this entire time?"_** Dormammu asked them, shocking them all with that question.

"What?! You're kidding me!" Pyrrha shouted.

They all turn around to see the FAKE Green Goblin starting to laugh, slowly standing up from the floor. **_"Oh, Dormammu. Why did you have to spoil the surprise?"_** He asked him before laughing again.

 **BGM- Dragon Ball Super OST- Freeza's Scheme**

 **"** **How?! My new spider-sense should've at least tell me something was up."** Spider-Man said, wondering why his spider-sense didn't pick up that this Goblin was a fake like the other LMDs.

 ** _"_** ** _Fool. Have you forgotten that I could create clones of my own using my own power? Making them as real as the original, down to the cellular level? That, and how I am always evolving from the inside out."_** The Fake Goblin King reminded them of his powers, causing them to grunt for underestimating Goblin again.

"Ugh! I really, REALLY, hate clones!" Yang expressed herself.

 **"** **Yeah! Now you know how I feel!"** Spider-Man told her.

"So where's the real you, then?" Ruby asked the faker.

 ** _"_** ** _Out doing something else in this world, because I KNEW you fools would attack on this day."_** Fake Goblin told them.

"What?!" Winter shouted.

"So, this was all a trap then?!" Qrow asked the Fake King.

 ** _"_** ** _Of course. Did you REALLY think I wasn't aware of your 'spider-tracers,' Spider-Man?"_** The Fake King asked the Web slinger, who only responds with a slight flinch. **_"The only thing I wasn't aware was them to microscopic this time, but still, I wanted to find a way to lure you all to my castle. That is why I attacked Ironwood's ship. Not only to free the U-Foes, but I also knew it was the only way to get your attention and for you to plant a spider tracer on me, luring you all here so I can get rid of you all once and for all while my real self and the rest of the Cabal are performing another project."_** He explained his entire plan to his enemies, who all seem deeply disturbed that they have been duped.

"I take it having Akuma out of your control wasn't part of the plan?" Blake asked him.

 ** _"_** ** _No. That was my only miscalculation, but that doesn't change the fact that my plan is working."_** Fake Goblin replied to her.

"Again. What is your real self-doing right now?" Ruby asked him again.

 ** _"_** ** _Taking care of some unfinished business. One that requires to be BURNED to cinder, and FALL beneath my unlimited power."_** Goblin gave them a very vague hint, so vague that none of them knows what he is talking about. **_"You are all doomed. DOOOOOMED! Hehehehehehe!"_** He said as he slowly dissipates in smoke.

 **BGM Ends**

"Well, that was strange." Jaune said.

 **"** **Uh, I'm such an idiot. I should've known Goblin would learn about my Spider-Tracers."** Spidey said, blaming himself.

"Peter. You can't blame yourself for this." Pyrrha said to him.

 **"** **I know. I know. But, something still seems off."** He said.

"What do you mean?" Qrow asked him.

 **"** **It's something about what Goblin said. I don't know why, but it's almost like he was trying to tell us something."** Spidey said, putting his hand on his chin while he thinks.

Unaware to everyone in the room, including Spider-Man, Goblin has left them one last trick. BOMBS. Special-made Pumpkin bombs, created with a special type of chemical using the ISO-8 and the same chemicals that Goblin used to nullify Peter's Spider-Sense so long ago, which is the reason why Peter wasn't able to sense them earlier, all planted EVERYWHERE in the tall castle, slowly beeping and getting faster and faster. And as a bonus, using his powers, Goblin is setting the powers of his Dark Avengers to overload, effectively turning them into ticking, suicide time bombs in case the bombs don't finish them off. The bombs start to tick faster and faster, with only a few seconds left to spare.

 _'_ _PARKER! MOVE!"_ Peter's spider other, Ero, yells at him telepathically.

 **"** **Huh?"** Spidey said, wondering what he's talking about.

 **BGM- Dragon Ball Super OST- Golden Frieza Theme**

And a millisecond later after he said that, the bombs all over the castle, including the Dark Avengers, explode, causing multiple, green explosions destroying the castle, taking down everyone that was left inside. The tower and the Watchtower slowly start to collapse and crumble because of all the explosions happening inside the building. From the bridge of his flag airship, General Ironwood and his men could do nothing but watch in horror as the castle walls start to collapse, destroying pretty much everything and everyone that was on the island of Vytal.

 **BGM Ends**

The former dark castle of the Goblin King has now been completely destroyed, seemingly destroying everyone that was left inside, including Spider-Man and his friends. All the remaining Atlesian Soldiers begin to mourn for their fallen comrades, as no one could've survived that, not even Spider-Man and the other Defenders. All hopes seem lost, until a lone Atlesian Knight notices a small tremor coming from beneath that massive pile of rubble, and a few seconds later, a huge, blue, translucent shape of Ero, in his Man-Spider form, pops right out of the rubble, roaring loudly into the sky.

 **"** **Uhhhhh…"** Spidey groaned in pain from inside his summoned Man-Spider form. He slowly gets up from the ground, just as everyone else gets up from the ground as well: the rest of the Defenders, Akuma, a Dormammu that teleported in because he was instantly aware of the bomb threat, and the remaining Atlesian soldiers that were lucky to survive the explosion.

"We're…alive?" Weiss asked with a cough.

"Looks like it." Ren said, feeling very weak and exhausted.

 **"** **Ero. Thanks for the warning. Without you, we might've been blown to kingdom come."** Spider-Man thanked his Man-Spider.

 ** _"_** ** _If you died, I die. Remember that."_** Ero told him. **_"I can't believe that Goblin was insane enough to blow up his own castle, using his pumpkin bombs and even the Dark Avengers as a way to try and blow us all to pieces."_**

"Yeah. Can't believe there exist a monster that would even sacrifice his own men to get rid of his enemies." Qrow said. "We're definitely not dealing with a regular madman here." He told them.

"Really? What was your first clue?" Yang asked him, only getting an angry growl from her uncle.

 ** _"_** ** _My, my. I am quite impressed, Spider. Who knew that you had this much power locked away in that feeble, little body of yours?"_** Dormammu said as Spider-Man dispersed his Man-Spider summoning.

 **"** **Thanks, I think."** Spider-Man said, unsure.

 ** _"_** ** _In any case, I think it's time that I head back to my Dark Dimension."_** The Lord of that twisted world said, walking away from the heroes.

"You're not going to help us?" Jaune asked the demon lord, which only serves to make him laugh at that silly question.

 ** _"_** ** _Of course not. Once the Goblin has been taken care of, that would leave both Earth and this new world ripe for the taking. By me… So says the Dread Lord of the Dark Dimension, Dormammu."_** He said, showing them a small globe of Earth and Remnant in his hands before crushing them with his palms. He opens up a portal that leads back to his home dimension. **_"Give my regards to Doctor Strange, Spider-Man. Tell him that I plan on visiting Earth soon enough."_** He said to Spidey.

 **"** **Why? So he can give you another Sorcerer Supreme butt-whooping? That would be hilarious to see. I'll be sure to bring my camera and post your failed attempts right onto the internet."** Spider-Man quipped.

 ** _"_** ** _Hmph. We'll see."_** Dormammu replied, as he is about to enter his portal but is interrupted by a voice.

"Dormammu!" The Dread One turns around to see that it was Akuma that called him. "I promise you the next time we meet, I will show you the true meaning of pain and defeat by my hands."

 ** _"_** ** _Assuming you'll be strong enough to face again. But that probably won't happen for another millennium."_** Dormammu replied, with Akuma growling at him in anger. **_"So long, people of Remnant. I'll be sure to keep a close eye on you all from now on, Ahahahahahahaha!"_** He said as he enters his portal, with it disappearing as soon as he entered it.

"Well that was foreboding." Yang said to break the emersion. Just then, they all see the Atlesian airships landing down to pick them up.

"Come on. We should all head back to Beacon. It's been a long day." Winter commanded them, with everyone following her back to Ironwood's flag airship.

* * *

 **On board Ironwood's Airship, in the conference room**

On their way back to Beacon Academy, everyone is meeting up with General Ironwood in the meeting room, including Akuma, who just leans back on a wall with his arms crossed and eyes closed.

"Good job everyone." Ironwood started the meeting with a complement. "Thanks to your efforts, we managed to destroy Goblin's main base of operations. Hopefully that'll put a dent to his plans.

"Yeah, but…we weren't able to find any of the ISO-8 or stop Goblin. He's still out there." Ruby said to the General with a sad look on her face.

"This entire thing was a setup, General." Winter told her commanding officer. "Right from the beginning, Goblin planned on destroying his castle as a last ditch effort to destroy us and any remaining evidence that might lead to his current whereabouts."

"That may be true. Which means that we need to keep searching for him any way we can." Ironwood replied. "If this castle was invisible to any of our radar, then I'm sure there were a couple smaller hideouts somewhere in Remnant. Spider-Man!" He said, getting the Webhead's attention.

"Yes, General Ironwood?" Spider-Man spoke up.

"See if you can build us a radar that can track anything invisible to sound and light." Ironwood ordered him to do.

"I'll start right away on that, sir." Spider-Man replied.

"I still wonder what the real Goblin was doing this entire time." Blake said to change topics.

"He could be anywhere by now. Who knows what that nutjob is doing?" Pyrrha asked everyone.

"Hmmm…" Spider-Man starts thinking deeply to himself, remembering one of the Fake Goblin's last words before he disappeared. _"Burned to cinder, and fall beneath my unlimited power…"_

 **BGM- Ultimate Spider-Man Game OST- Track 14**

He replayed what Goblin said in his thoughts a couple of times over. _"Cinder…Fall…Oh no."_ He said with his eyes widen, now knowing what Goblin is planning. "I know what Goblin is doing! He was distracting us so he could get to Cinder, so he could kill her!" He informed the whole team.

"What?! Are you sure? Why?" Ironwood asked him.

"If I know Osborn, that guy doesn't like being messed with at all, along with being threatened or forced to do someone else's bidding." Spider-Man started explaining to the team. "Cinder must have done all that with a side of taunting to him, and that's the last thing you should do to a guy that can level a Helicarrier with his bare hands. He's not going to show any mercy towards her. He's going to kill her!" He said, getting a gasp from the rest of the team.

 _"_ _Alert. Incoming news alert. Projecting live feed now."_ JARVIS said from Peter's Webware, projecting a live news feed of a building from the outskirts of the city found in flames.

 _'_ _Just a few moments ago, this entire building has gone up in flames. No one knows how, but eyewitnesses assume that they saw the Green Goblin flying through the air fighting against somebody. We aren't sure who, but we'll keep you updated on the latest news. This is Lisa Lavender, signing out'_

"This is bad! This is really bad!" Jaune said, worried.

"And this was just recent! Who knows where they are now?!" Qrow asked.

Spider-Man quickly gets up from his seat and starts walking out the door. "Hold up!" Akuma spoke up from his leaning position, stopping Peter. "You don't mean to tell me that you plan on saving that woman? From what it sounds like, you people don't view this 'Cinder' very highly now, do you? What do you hope to gain from saving your mortal enemy?" He asked the Spider, who stands there in silence.

"Look, Akuma. I have to do this. Like it or not, Cinder is a victim in all of this, just like the rest of us." Spider-Man explained to the demon fighter with a serious tone of voice. "I won't forgive myself if someone gets killed when I could've easily done something to prevent it. Cinder may have had plans on destroying Beacon, but those are TAME to what Goblin has planned for all of us. I have to save her. I'm the only one that could locate her and her group in time."

"Hmph. Showing mercy and sympathy towards your enemies are foolish traits to inherit. You are just like Ryu and the other 'heroes' from your world." Akuma said to him as he continues leaning on the wall.

"There's a reason why they call us heroes: It's because we choose to help out those who are in need of our help, no matter who they are, and ignoring the fact some of them tried to kill you before. Now I got to go. I have a damsel in distress that's in need of saving." Spidey said, walking out the door to go save Cinder.

"Hmph." Akuma said, crossing back his arms and closing his eyes.

Ironwood remained silent during their conversation, letting out a small smile that is very hard to see. "Alright, we'll be approaching Beacon soon enough. So get some rest." He ordered the rest of the Defenders.

"RIGHT!" Everyone in room said in unison, as if their spirits have been suddenly boosted by a mysterious force, that force being Spider-Man and his words on what being a hero is all about.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Norman: This is Norman Osborn. Cinder. Now it is time that I've finally put you out of your misery.**

 **Cinder: Think again, Osborn. My power has been boosted dramatically thanks to your Super Dust Formula. Now I have the powers of a God. A Maiden God. And my first victim will be you, you traitor.**

 **Norman: Amateur. You don't know the first thing about REAL power, child.**

 **Cinder: What did you call me?**

 **Norman: Allow me to give you your due punishment.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _A Flaming Retribution_**

 **Goblin:** ** _You are nothing to me, girl! Prepare to receive a lesson what being a God truly is like!_**

* * *

 **KFX here: Next chapter. This has been building up since Volume 1. Goblin vs. Cinder. Fire vs. Fire. Ego vs. Ego. A battle filled with intense tension and a raw display of both their powers. This is a fight you don't want to miss. Stay tuned.**


	63. Vol 3 Issue 6: A Flaming Retribution

_Vol 3 Issue 6: A Flaming Retribution_

 **City of Vale**

While Spider-Man and the rest of the Defenders are at Goblin's Fortress of Darkness over at the island of Vytal, slowly taking down his enhanced goblin forces, Cinder and the rest of her crew are still back in Vale, standing on top of a rooftop, mere seconds after the Green Goblin has opened up a wormhole into the night sky to Earth 2099, infecting everyone of that planet with his formula, turning all of them into his slaves.

And just like everyone else in Remnant who has witnessed this bizarre event, Cinder's team were struck in awe of fear, completely terrified of what Osborn is capable of.

"I-I can't believe it…" Emerald start talking, looking up into the wormhole as it closes up. "Osborn has actually transformed another world and turned them into…g-goblins." She said, terrified. Even Adam Taurus, who is standing right next to the three, is sweating a bit, thinking that this war is too much for them to handle.

"And you still want to take on Osborn?!" Mercury shouted at Cinder, who doesn't like his current tone of voice. "That guy has just turned an entire world into his own slaves, and you STILL want to take him on?!" He asked her before she grabs him by the shirt, staring at her flaming eyes of anger.

"Don't _ever_ use that tone of voice when talking to me again, Mercury." Cinder warned him, throwing him to the floor. "We're going to Osborn's old laboratory. Hopefully, he was stupid enough to leave what I think he left there intact." She said before walking away from the three.

"Cinder, this is crazy! This isn't like you at all!" Emerald said to her back, prompting her to stop on her tracks. "The only reason me and Mercury stayed was to make sure you wouldn't do anything this insane! We've told you before! Goblin's too much for us! You've seen what he could do! Do you really want to continue this path that would lead to our own demise?!" She asked her leader, who thinks about it for a few seconds before giving her answer.

"Are you three coming or not?" Cinder asked them, still insisting on getting her revenge on Osborn.

Seeing that their words have left on deaf ears, Emerald and Mercury sadly sighed to themselves, knowing that this won't end well for them. Along with Adam, the four of them start jumping from rooftop to rooftop, heading towards Osborn's old lab.

Unaware to the four of them, someone is watching them from the air, crossed armed while his cape is flaunting violently thanks to the air. He smiles, closely observing the retreating Cinder back to his old lab. **_"The time for your reckoning has arrived, Cinder. While the other heroes are busy wasting their time at my castle, you are here: vulnerable… impatient…desperate. I will break you. I will make you suffer a fate worse than death! YOU WILL DIE TONIGHT! NO ONE WILL SURVIVE THE GOBLIN'S WRATH!"_** He starts laughing crazily and mechanically before vanishing in flames.

* * *

 **Osborn's Old Laboratory**

Standing outside of Osborn's old lab during his time with the White Fang, two Goblin goons are guarding the front door of the laboratory, looking out for any intruders while holding enhanced assault rifles built by their King. Everything seems quiet for a short while, until both goons are struck down by an arrow to their heads, killing them. With the guards dead, Cinder and her team walk over to the front door.

"Alright. We're clear." Cinder said to her team.

"You didn't have to kill them, you know!" Adam raised his voice at Cinder, but she ignores him. "Those two are part of the White Fang!"

"WERE part of the White Fang. They are our enemies now." Cinder calmly said to the slightly irritated Adam.

"But Spider-Man said-." Adam was about to remind her that Spidey was working on a cure for those that have been infected, but she cuts him off mid-sentence.

"Spider-Man is a menace! A pest! We DON'T need his help, or anyone else's help! Am I clear?!" Cinder shouted at her team, which shocks them because they've never seen her this angry since she's always so calm-minded and collected, but ever since Osborn ratted out her existence on national TV, she hasn't been herself lately.

With no one not giving a response to her question, Cinder quietly follows through the door, with the other three carefully following her. While they are inside, they notice that no one else is in the lab except for the two Cinder killed earlier. "I feel uneasy. Everything is so quiet. So cold." Emerald pointed out while they walk through the creaky lab room.

They enter Osborn's main room of experimenting, and lucky for them, all of his lab equipment and chemicals are still intact and accounted for. "So, what are we searching for again?" Mercury asked Cinder, but she ignores him and immediately starts looking through the drawers and cabinets of the room. "Uh, Cinder?" He calls out to her, but the sound of his voice is reduced by the constant rustling of papers and lab equipment being thrown away by Cinder.

"Where is it?! I know it's here! Where is that blasted formula of his?!" Cinder asked, searching desperately through all of the empty boxes left on the floor.

"Formula?" Adam asked himself before turning to Mercury and Emerald. "What is she talking about?" He asked the two of them.

"I think she's talking about…" Emerald was about to explain what the formula is to Adam before getting cut off.

"I found it!" Cinder shouted, successfully. She takes out a tray filled with a dozen syringes, each of them filled with a strange, blue liquid that constantly changes shape.

"What's that?" Adam asked the laughing Cinder.

"The key to our victory." Cinder replied, setting down the tray on a nearby table, taking one syringe into her hand. "This is Osborn's Super Dust Formula."

"Super Dust Formula?" Adam asked confusingly, as he never heard about this formula before.

"Yes." Cinder smiled creepily, looking a little insane while doing so. "This is the same formula that Osborn used on his U-Foes, giving them cosmic like powers. I theorized that he used some of this 'ISO-8', I keep on hearing about, for his precious formula. If this formula can grant power that could make even the weakest of men turn into weapons of mass destruction, then what would happen when it's used on someone that already contains one of the four great powers this world has to offer? What then?"

"Cinder. Are you sure this is a good idea? Combining that formula with your Fall Maiden powers?" Emerald asked her boss. "I don't like this. It's too risky."

"YOU don't like? YOU! I'm in charge here. There's no reason to wait any longer." Cinder said before injecting one syringe into her arm. She feels a pain she never felt before course through her body, with the power of the Super Dust Formula flow through her veins. She holds onto a table while panting heavily from the single dose of the formula.

"Cinder!" Emerald calls out to her.

Cinder puts her hand up to show that she's okay. "I-I'm fine." She said, slowly getting up from the ground.

"Are you okay? Do you feel any different?" Mercury asked her.

"Yes, but I can tell it won't be enough. I need more power. I need to get even stronger! Much, much stronger!" Cinder replied, going over to the tray filled with Super Dust Formula syringes, and repeatedly injects more and more of this cosmic formula into her bloodstream.

"Cinder! Stop! That's enough! Don't overdose yourself! Who knows what will happen when you do?!" Emerald tries to plead her to stop, but Cinder doesn't listen to her as she continues to inject more and more of the formula into herself until they are all finish from the tray.

 **BGM- Dragon Ball Super OST- Super Saiyan God**

Cinder yells out in pain, kneeing down on the floor after infecting a dozen needles of Osborn's Dust Formula. She can feel her body changing on the inside. Half of the power of the Fall Maiden, infusing with the Super Dust Formula, is starting to give Cinder a major power up. As she continues to pant heavily from all those injections, her eyes start to light up in flames, and in a burst, she covers herself in flames, shattering some of the lab equipment in the room, and almost blowing off her team with the wind currents coming from her body. She starts to hover in the air, laughing manically, all while her flaming, raging aura excessing itself out of her body starts to take the form of a bird, a phoenix to be more precise.

"CINDER!" Both Emerald and Mercury shout out her name, hoping she's okay.

 **BGM Ends**

Cinder continues to laugh, looking at her arms, marveling at her heightened power. _"Yes! This power! It's intoxicating!"_ She said, as her voice now has some sort of echo filter. _"Hahaha! And I didn't even need the other half of the Fall Maiden's power to become this strong! No! This is much greater! I can feel it! Yes! My power…HAVE ECLPISED THAT OF ALL THE MAIDENS COMBINED! I AM A PHOENIX! A MAIDEN GOD! AHAHAHAHAHA!"_ She laughs crazily while hovering in the air. As she continues laughing, she flinches in pain, holding onto her chest, descending down to the ground, panting heavily.

"Cinder! Are you alright?" Emerald asked her, with her, Mercury, and Adam running up to check on her.

Cinder continues to pant heavily, and then looks at her three other teammates, but something is off about them. They look more twisted, more sinister looking than before. _"You're a failure, Cinder! You're nothing compared to them!"_ The ghostly version of Emerald said to her before laughing. _"You aren't as worthy as Osborn or Parker!"_

 _"_ _Pathetic…!"_

 _"_ _Loser…!"_

 _"_ _Osborn and Parker…!"_ Her other hallucinations keep taunting her, causing her to go a little insane.

 _"_ _Leave me alone!"_ Cinder fires a huge fireball at her teammates, thinking that they are her hallucinations, but luckily they all barely managed to dodge it at the last second.

"Cinder! Please! Calm down!" Emerald said to calm her down, which seems to be actually working.

 _"_ _I-I-I'm fine. I'm fine."_ Cinder assured them, breathing in and out repeatedly to calming herself down.

"Boy, what was that all about?" Mercury asked while scratching his head. "For second there, it's almost like you didn't recognize us."

"That's because she took an overdose of my precious Dust Formula." All four of them turn to see Norman Osborn, the real one and wearing his business suit, walking into the room, with his hands cupped behind his back. "Didn't your mother ever tell you that an overdose of a highly experimental formula would lead to suffering severe hallucinations? Much stronger than your green-headed friend here could produce?" He asked Cinder, getting a mean look from both her and Emerald. "Poor child. But, if it's any constellation, I, too, suffered from hallucinations the first time I used my Oz formula before I gained control over myself. It wasn't easy, but I managed, thought I doubt the same could be said for you." He said towards her with a smile on his face.

 _"_ _Osborn…I will make you suffer!"_ Cinder growled in anger, with her flaming aura start to spark out.

"Heh. Fool. Will you not BOW before your god?" Norman asked them while extending out his left palm to them.

 _"_ _You three! Take care of him!"_ Cinder ordered her pawns in the room, and despite how much they don't want to, the three of them obeyed and carried out her order.

Emerald charges at Osborn, with her weapon in hand, shooting at him with all she's got, but they have no effect at all. Osborn stands in place and, with just a glare, knocks Emerald back to a wall so hard she fell unconscious. It was Mercury's turn to take action, leaping off from the ground to dive kick Osborn from the air, but before his foot could make contact, the mad king effortlessly catches it and proceeds to crush his mechanical legs, causing him to scream in pain despite them being mechanical, and throws him across the room, knocking him out as well. Adam was the last to go, charges at Osborn full speed, using his sword to try and slash him into pieces, but with his insane speed and precision, Norman was able to block each and every of his attacks with just one finger. Adam stood there stunned that he was able to block all of his attacks with just a finger. And with that same finger, Osborn touches his chest, firing off a finger beam right through him, causing him to cough out blood before getting punched in the mask by Osborn, knocking him to a wall and unconscious to finish him off.

 _"_ _Idiots. Each and every last one of you!"_ Cinder said to her knocked out teammates, disgusted by their defeats before putting her sights on Osborn himself, who continues to stand there with his hands behind his back. _"Fine. I'll do it myself."_

"Heh." Osborn said to himself with a confident smile. The two continue to stare at each other, reading each other's movements, waiting for a chance to strike.

 _"_ _We could've been allies, Norman. You and I, working together. No backstabbing each other. Imagined what we could've accomplished."_ Cinder said to start a conversation with Norman. _"If I knew you were capable of all of this, my plan to crush Beacon would've been child's play."_

"Ah, yes. Your plan to crush Beacon." Norman responded. "Let me guess: It involved manipulating the events of the Vytal Festival, cause a negative uproar that would attract the Grimm from Mt. Glenn, including the Grimm Dragon, and then leading them and the White Fang to assault and destroy Beacon in hopes of gaining the remaining power of the Fall Maiden, Amber, and retrieving the relic that is hidden deep within the academy. I must give you some credit, Cinder, that was not a bad plan. Not a bad plan at all…for an amateur." He dissed her while he smiles.

 _"_ _What did you just call me?! An 'amateur?!'"_ Cinder asked him, with her face getting angry and her eyes starting to glow violently.

"Amateur, beginner, naïve, primitive, novice, I could do this all day, you know." Norman made fun of her, causing her to slowly lose her patience and composure. "Why would I work with novice such as yourself? I mean, come on? You mean to tell me that you spent almost an entire year, ordering around me and the White Fang to do your dirty work, making up this _elaborate_ , and convoluted plan, just to attack _one_ school? There are so many flaws in that plan that it almost made me sick when I figured it out. If I was in charge, I would've found a way to attack ALL the academies at the same time during that exact same time frame, possibly even less. Heck, I would've found a way to buy out the schools, or become their Headmaster without anyone knowing! ANYTHING would've been much more proficient! This so called 'plan' you and your master, Salem, thought of is so played out that it was only a matter of time until somebody stopped you! I doubt you even had a back-up plan in case this BIG plan of yours failed! Am I right, Cindy?" He asked the very frustrated Cinder, who looks like she's on the verge of a meltdown.

 **BGM- Dragon Ball Super OST- Impatience**

 _"_ _SHUT UP!"_ Cinder shouted at him, bursting out in a large, fiery inferno that doesn't affect Norman at the slightest. _"None of that matters now! I have the powers of a GOD now, thanks to your stupid formula! I will CRUSH all of the academies and my foes with my BARE hands!"_

"Oh? So just because you injected yourself with the formula that I _deliberately_ left for you to find, you think yourself as a god?" Norman snickered. "Delusional idiot. You are no god. YOU are a fool. You wield power that is extremely rare for humans to achieve, yet you waste them on trivial things, use them like a child who received their first allowance." He calmly told to Cinder.

Having heard enough of his speeches, Cinder angrily dashes over to Osborn, leaving behind a trail of fire on the floor as she does, colliding with an invisible barrier that Norman created around himself. _"I've heard just about enough of you, Osborn!"_ She shouted at him, bouncing away from his barrier. _"Once I'm done with you, my name will be spread throughout this world and on Earth! They will know that I am strong! That I should be feared! That I am all-powerful! And no one will be able to stop me! Not you, not the Huntsmen…!"_ She smiles. _"Not even Parker!"_

 **BGM Ends**

That name. The one name that Osborn absolutely hates above all else. The name of his mortal foe. His real name. Is being spoken by Cinder, as she says it in a tone that makes it so obvious she knows who Peter really is.

"What…did you say?" Osborn asked her, now sounding angrier than he was just a few moments ago.

 **BGM- Ultimate Spider-Man Game OST- Venom Cinematic**

 _"_ _Ahhhh, so you too know as well. Guess I'm not so much of an amateur after all."_ Cinder smiled at the angry Osborn, as if their roles up til now have been switched. _"Yes. I know Peter Parker is Spider-Man. I've figured out his little secret not so long ago. Once I get rid of you, I'm going after him. Do the job you always seem to fail at, time and time again. Vanquish the one enemy that has always given you such a hard time."_ She starts laughing, which starts to get on Osborn's nerves. _"You may have stopped my plans to destroy Beacon and retrieve the relic hidden inside, but once I've killed Spider-Man, all will be forgiven."_ She lets out a cocky smile.

"NO! SPIDER-MAN IS MINE! YOU HEAR ME?! ONLY I GET KILL THE WALL-CRAWLER! IT IS MY DESTINY! IT IS MY-!" Norman is interrupted as he finds himself impaled by a sword and dozens of flaming arrows right at the center of his chest, effectively killing him.

Cinder walks up Norman, as his lifeless body collapses on the floor. _"Heh. Who's the fool now? Now Parker is all mine to kill."_ Cinder said to his corpse with a smile plastered on her face. She turns around and walks away from the body, not giving a second thought about her knocked out teammates, until…

 ** _"_** ** _Paaaaarker…IS MINE…!"_** Cinder stops walking in her tracks and continues to smile, as she turns around to see that Norman Osborn has transformed into the Green Goblin, summoning his King attire, crown and everything. **_"Mine!"_** Goblin slams his fist to the ground, angrily. **_"And you can't have him…"_** He said, getting up from the floor to properly face off against Cinder, who proceeds to summon her glass blades using her enhanced powers.

The two start charging at each other, powering up their respective flaming auras at the same time, and when they started to get in close proximity with one another, when they are about to collide fiery fist and flaming blades, the amount of force coming from their intense, and uncontrollable power blows up and destroys the entire laboratory, causing it to burst into flames, while seemingly killing Emerald, Mercury, and Adam who were left sitting there unconscious.

Cinder and Goblin continue their fight in the air, flying in an arc like fashion through the entire city of Vale, where people could see the two fighting furiously in the sky, looking like a giant meteor while they fight so close to one another. Goblin managed to grab Cinder by the leg, intending on throwing her to the ground below.

 _"_ _Damn you, Osborn!"_ Cinder knocks Goblin away with her swords, freeing her from his grasp, only for him to catch her again by the chest, giving her a bear hug, intending on crushing her spine. _"You are not going to kill me! Do you hear me, Osborn?!"_ Cinder asked him, repeatedly punching and slashing his face, but they don't leave a mark on it at all. _"YOU ARE NOT GOING TO KILL ME!"_ She stabs Goblin's eyes with her glass swords, but even that doesn't stop him while he continues to crush her bones with his hug.

The two hotheads land in the middle of a forest, located far outside the city. In fact, this is the exact, same forest that Cinder found Norman Osborn months ago, when he first arrived in Remnant. Goblin continues to crush Cinder with his arms, burning off the swords that were embedded right through his eyes. **_"KIIIIIILLL YOOOOUUU! DESTROY YOOOOOOUUU!"_** He said to her face in a monster tone, about to bite her head off if she didn't bust out her newly, enhanced power and kick him hard in the chest, allowing her to break free from his grasp. She lands on the ground and forms two more glass blades, taking the shape of a phoenix while glaring at Goblin with her eyes glowing violently, with Osborn doing the same, as the two of them stare long and hard at each other with flames coming out of their eyes.

 **BGM Ends**

 **BGM- Dragon Ball Super OST- Hit vs. Dyspo**

 ** _"_** ** _HRRRRAAAAGGGGGHHH!"_** Goblin lets out a monstrous roar that scares all the birds and the Grimm in the area, charging at full speed straight at Cinder, but with her newly upgraded powers, she disappeared, vanished before Goblin could claw her eyes out. The mad tyrant searches around his area to find her, only to be drop kicked in the back by Cinder, knocking him through a series of trees, with Cinder flying right at him to deliver a relentless barrage of swords slashes onto the monster. Try as he might, Goblin, for some reason, can't seem to block all her sword strikes, taking every slash attack directed at him. Cinder then teleports right behind Osborn and kicks him upward in the jaw, creating a blazing circle of fire that burst him straight into the air so she can continue her ruthless assault, creating hundreds of afterimages to strike at Goblin multiple times, with barely any breathing room for him. To finish off her assault, she drops kick him again back down to the forest, creating a crater upon impact. She then powers up her fiery aura to take the shape of a phoenix and creates countless amounts of fire arrows, all directed straight for Goblin. She fires her phoenix arrows right at demon, who takes the damage head on before she charges up a big, flame, energy ball and throws it at him, causing a huge explosion that engulfs that part of the forest Goblin was standing on.

 **BGM Ends**

Cinder lands right outside the edge of the huge smoke cloud she created, using her power to swipe it away to reveal Goblin lying down flat on the destroyed ground, not moving an inch. _"Get up, Osborn! I'm not done with you yet!"_ Cinder shouted at him, but receives no answer from the heartless monstrosity. _"Stop messing with me! You're holding back! I know it! Show me that 'Shin' form of yours so I can properly dispose of you!"_

Just when it seems she has to yell at him again, Cinder hears a maniacal laughter coming from Osborn, who proceeds to get up from the ground unharmed, snapping his neck back into place before grinning evilly. **_"Awww, how adorable. You almost make it sound like you're a threat to me. How precious."_** Goblin taunted her, which doesn't sit well with Cinder, who looks like she's about to blow a gasket.

 _"_ _What did you just say?!"_ She shouted at him angrily.

 ** _"_** ** _I only go at full power to those I see worthy. YOU…You have a LONG way to go before I actually CARE about taking you seriously."_** Goblin said, still taunting and messing with her.

 _"_ _I have the strength of a god! The power to instill fear into people's soul! NOW TAKE THIS FIGHT SERIOUSLY OR ELSE!"_ Cinder threatened the non-fazed Osborn with a powerful yell, scaring away the few remaining birds in the area.

 **BGM- Dragon Ball Z Budokai 3 OST- Powerful Man from the Darkness**

Osborn lets out a disappointed sigh, since nothing he says will change her mind. **_"Fine. I'll humor you for a little while. Let you play 'god' for a bit."_** He told her, and in an instant, he transformed into his Shin Form, getting a confident smile from Cinder. **_"Before the sun rises, I will teach you the true meaning of fear…then pain."_**

 _"_ _Heh. We'll see about that."_ Cinder said, cocky. She powers up her phoenix aura and dashes right at Osborn with her blades in hand. Osborn finally decided to dodge instead taking the hit head on, moving away from the phoenix known as Cinder. _"You can't run away from me!"_ She shouted at Goblin, dashing right towards him to unleash numerous sword slashes right at Osborn, but the monster demon is still not taking this fight seriously, folding his arms and effortlessly dodging her attacks at a speed not even she could follow. Irritated, Cinder swings a downward slash onto him with both her blades, but before they could make contact, he vanished into thin air. _"What?! Where did he go?! I have power that surpasses that of all the maidens combined! I shouldn't have lost sight of him!"_ She looks around the area for Norman, but he is nowhere to be found.

 ** _"_** ** _Ahahahaha!"_** Cinder turns to her right to see Goblin just casually leaning next to a tree, stilled crossed armed. **_"Wow. How pitiful. I make one little move at full speed and suddenly your head's spinning. That's not very godly, am I right? Makes me wonder if you're still suffering those hallucinations."_** Goblin snickered, toying with Cinder, even though she got a devastating power up that would make even Salem herself sweat a bit on how powerful she's gotten.

 _'_ _Worthless…'_

 _'_ _Useless…'_ These are the words Cinder are hearing in her head from ghostly apparitions. She shakes her head violently to get rid of the voices in her head before angrily growling at the grinning Osborn. She dashes over to the man again with her blades, intending to slice his head off, but instead she slashes the tree off from its trunk, with Osborn nowhere in sight.

 ** _"_** ** _I have no idea why you are even angry at me in the first place."_** Cinder turns around to see Goblin hovering over a tree branch, still crossed armed. **_"I made the weapons you instructed me to build. I created those meta-humans you were so interested in. I even created the army of Spider-Slayers YOU ordered me to construct. Isn't that what you wanted? An army for your worthless master, Salem, to use to rule over this world. Honestly, I don't even know why you take orders from that weakling witch."_** He shakes his head disappointingly.

 _'_ _Failure…'_

 _'_ _Has-been…'_

 _'_ _Letdown…'_

 _"_ _BE QUIET!"_ Cinder shoots out numerous fire arrows right at Osborn, who easily hovers over them as they burn down a small part of the forest. She then telekinetically lifts up a couple of trees, turn them into molten meteorites and throws them at Osborn like they are darts, but Goblin easily jumps and walks over them, all while still having his arms crossed.

As Osborn lands on the ground, he finds himself surrounded by numerous, floating fireballs, both on the ground and in the air, making it impossible for him to escape, even with his seemingly limitless power. _"Don't underestimate me!"_ Cinder told him, commanding the fireballs to attack Osborn all at once. Before the fireballs could make even the slightest, little contact with him, Goblin simply uses his powers to stop all time in the area, teleporting out of his predicament and stands next to Cinder before teleporting her back to the spot he was originally standing on, the spot where he was about to be blasted by the countless barrage of fireballs. With a snap of his fingers, he unfreezes time, now standing in the spot Cinder was originally on while Cinder is standing in the spot he was originally on. _"Wha-?!"_ Cinder was about to ask how she got she got in range of her own attack before getting cut off from her own barrage of energy balls, causing a mild explosion that doesn't blow away Osborn.

 **BGM Ends**

As the smoke clears, Cinder pants heavily from being attacked by her own attack. _"How did he do that? What did he do?"_ She asked these types of questions to herself, staring at Goblin who is still crossing his arms, chortling to himself as he does.

 **BGM- Dragon Ball Super OST- A Strong Enemy Appears**

 ** _"_** ** _Man, how pathetic. Is this REALLY the true power of the Maidens? How disappointing."_** Goblin mocked her power, causing her great shock. **_"Here I am, having done all the possible research on the Maidens and their so called 'great' power, but only to be left dissatisfied and bored. Is it really the limit of their power, or is it that you have NO idea on how to use it to their fullest potential?"_** He snickered. **_"Guess you really are unworthy, of just about everything."_** He said in a mock tone, teasing and taunting on poor Cinder, who is looking very nervous right about now.

 _"_ _How can this be? I have the powers of a Maiden, and with the Super Dust Formula, my power should be equal to none, rivaling that of the relics at most."_ Cinder said to herself in her mind, clenching a fist. _"Or is that Goblin really is invincible, and that I am unworthy of this power?"_ She asked herself in her head before shaking off those thoughts. _"What am I saying? That isn't like me at all. I know I can't be defeated. I will NOT be defeated!"_ She said, creating fire-like glyphs behind herself, unleashing a relentless barrage of energy attacks from them, all straight at Goblin.

 _"_ _Hmph. Miserable child."_ Goblin said in his thoughts, turning his back to her and walking to the other direction, letting the energy attacks hit his back, but they do no damage whatsoever.

 _"_ _WHAT ARE YOU DOING!? ARE YOU WALKING AWAY FROM ME, YOU COWARD!?"_ Cinder yelled at him while continuing to shoot at his back. Goblin doesn't respond, as he continues to walk away and let the energy balls hit his back. _"GET BACK HERE!"_ She shouted, teleporting right in front of him face, releasing a ruthless kick to his neck, but it had no effect on him at all. Grunting in annoyance, she rolls about 20 feet away from the invincible madman and powers up her phoenix aura all the way to its maximum. _"I AM A GOD! I AM! AND I WILL SHOW YOU WHAT HAPPENS WHEN YOU MESS WITH ME!"_ She yelled out at him, but Goblin continues to remain silent and walking towards her direction. Now really irritated, she surrounds herself in a fire bubble while her phoenix aura roars to the sky, as she then thrusts her arms right in front of her, forming a flaming red energy wave in her hands. _"YOU WILL FEAR ME, OSBORN! AND I WILL MAKE SURE YOU BURN IN HELL FOR YOUR INTERFERENCE!"_ She yelled out, firing out a gigantic energy wave straightforward at Osborn.

Deciding to change tactics, Goblin stops walking and stands still, waiting for the blast to come closer and closer to him. A second before the wave could hit him, Goblin flicks his fingers and reflects the blast straight pass Cinder, almost burning off her head as she looks ahead in shock and awe, as the blast hits the ocean near them, causing a huge explosion right smack there.

 **BGM Ends**

Cinder looks back at the huge mushroom cloud behind herself, shaking in the fear that she wanted to instill to other people, but now she's the one experiencing that same fear. _"N-No…I put everything I had into that attack…I-It can't be…"_ She steadily turns her head back to Osborn, who just grins and chortles at her.

 ** _"_** ** _Pathetic fool. That confidence of yours was gonna be your downfall, sooner or later."_** Goblin said to tease her. **_"Now, don't get me wrong. It's a good thing to have, but there's something called having too much. Start getting cocky and you start making mistakes. That, and trusting others would also lead to your downfall. You can only trust yourself, and ONLY yourself. It's too bad only now you're learning about that."_** He lectured Cinder, who continues to stand there shaking in fear, being helpless. **_"I think I've played with you long enough. Shall we end this little farce now? I have stuff to do."_**

 **BGM- Dragon Ball Super OST- Impatience**

Cinder continues to shake, but not in fear anymore, just in anger, pure rage even. _You green-skinned bastard."_ She lowly said to him, who responds with a mocking 'Aww.' While he is not looking, Cinder puts on a white glove that is marked with a strange, red symbol on the back of the hand, almost looking like an eye. _"I am Cinder Fall. No one deserves to surpass me. No one should come close. Not you, not Parker, not anyone!"_ She stands right up, looking like she's ready to charge at Goblin with her right, gloved hand. _"Etch this to your skull, Osborn. I AM strong! I AM fear! I AM power incarnate! The likes of you are only fit to grovel beneath my feet. Or better still…"_ She angrily gives a cold-hearted stare right at Goblin's mocking facial structure. _"To die! IN DISGRACE! AT THE HANDS OF YOUR MASTER!"_ She shouted, dashing at full speed towards Osborn, who proceeds to stand in place, actually letting her to get a shot in before he decides to finish her.

 **BGM Ends**

Cinder punches Osborn's chest, right at where his heart is located, the same place where he was stabbed in by his own glider so many months ago by Spider-Man. Cinder stands there in place, not moving a muscle after she punched Osborn. Goblin laughed, **_"Ahahahahahaha! Is that it?! Is that your last hurrah?! Because let me tell you, you could've done so much better! Hehehe, but knowing you, this might be the limit of what your feasible mind could produce!"_** He proceeds to laugh again out loud, not seeing the evil smirk producing on Cinder's face. As he continues to laugh, he suddenly feels a great pain coming from the location of his heart. **_"W-What is-?!"_** Goblin is suddenly paralyzed and starts to shriek in pain, as Cinder backs away a few feet from him, leaving behind a trail of a black tar-like substance onto his heart, which is forming a burnt scar, coming from the insect like Grimm from her glowing glove.

 **BGM- Dragon Ball Xenoverse OST- Track 9 (Lenneroid Playlist on YouTube)**

 _"_ _What were you saying earlier about confidence, Osborn?"_ Cinder asked him about earlier with an evil smirk smacked right on her face. She slowly let's out an evil chuckle before going full blast laughing out loud as if she's going insane, enjoying the torment Goblin's in now.

 ** _"_** ** _What are you doing…?"_** Goblin managed to asked her, feeling weaker and weaker with every passing second.

 _"_ _What does it look like to you? I'm absorbing your power right into myself. The same way I did with the Fall Maiden before I was… interrupted."_ Cinder replied, remembering how she would've gotten the full power of the Fall Maiden if it wasn't for Qrow's interference. _"Thankfully, this tar is much more reinforced so it won't break so easily like the last time. With all of your power transferred into me, NO ONE will be able to stop me! NO ONE!"_ She said, slowly feeling the enormous power coming from Osborn and into her own body. Her eyes start to glow pure red, and her power to becoming so great that as she floats, she blows away all the trees around herself, creating a small vortex that hits the air. _"Yes! YES! POWER…BEYOND THAT OF A GOD! I CAN SHAKE THE ENTIRE WORLD WITH THIS POWER! AHAHAHAHAHA!"_ She turns to weakening Goblin. _"THANK YOU, NORMAN! YOU HAVE GIVEN ME THE TOOLS OF YOUR OWN EXTINCTION! WITH ALL OF THIS POWER, I CAN VANQUISH MY ENEMIES ONCE AND FOR ALL! THE HUNSTMEN, THOSE ANNYOYING KIDS, YOU…AND EVEN PARKER!"_ She smiled directly at Osborn, which shocks him to no end. _"PARKER AND I…ARE GOING TO HAVE ONE HELL OF A TIME, AS I FINISH HIM OFF…NICE…AND SLOW…IN FRONT OF YOUR CORPSE!"_

 **BGM Ends**

That last comment was the last straw for Goblin. He knows that if there was anyone that deserved to kill Spider-Man, it was him. No one else deserves that role. He sees himself and Peter as kindred spirits. True, mortal enemies that the only person that could kill one another, is each other, and he's not going to let someone like Cinder, and at the very most, Salem, steal his greatest victory away from him. Not now, not ever. **_"YOU…DARE!"_** He yells out in pure rage and anger, using his immeasurable willpower and hatred of Spider-Man to fuel his strength, allowing himself to get up from the ground. He then proceeds to karate chop the webbing, ending the transfer.

 _"_ _HUH?!"_ Cinder looks in shock and disbelief, as Goblin is steadily walking towards her inch by inch.

 ** _"_** ** _I told you…I…told…you…!"_** Goblin angrily said to her as he gradually approaches Cinder. Using the power she managed to absorbed from Goblin, she fires off multiple energy blast at him, but that doesn't stop him. He continues to walk through the pain, using his hatred for Parker to refill his strength, steadily approaching Cinder, who looks utterly terrified.

 _"_ _T-This can't be real…What kind of monster are you_?" Cinder asked Goblin, taking a step back with each step Goblin makes.

Not wanting to waste any more time, Goblin rushes at Cinder, grabbing her by her left eye with his big, golden gauntlets. Try as she might, no matter how much she pounds his hand or blast him in the face, Goblin isn't budging, not in the slightest. **_"I told you…NO ONE DESERVES TO KILL PARKER…BUT MEEEEEEEEE!"_** He yelled out with a monstrous roar to back up his voice. He starts to crush Cinder's left eye, causing her to scream out in pain, as he uses his gauntlets to absorb back his stolen power, but he doesn't stop there. He then proceeds to absorb ALL of Cinder's power, enhanced Fall Maiden powers and everything, causing her to become weak, and weaker. As the intensity of Goblin's roar increases, the loud shriek of pain coming from Cinder increases as well. And after absorbing all of her power, Goblin throws the powerless Cinder to a nearby tree.

"Ugh…w-what is happen- HUH!" Cinder, now without the power of a Maiden god, and with a burnt scar over her left eye, gasps and stares helplessly at Goblin, who's body begins to slightly change.

 **BGM- Spider-Man 3 Game OST- Black Suit Theme**

Goblin's entire body starts to shake while he's kneeling on the ground, slowly accepting the sudden change within his body. After like a few seconds of growling, he stands up from the ground, with his back turned to Cinder. He slowly turns his head, then his entire body, over to Cinder's direction, where she can see that he's a little different from before. She noticed a strange, glowing red kanji (究極, which means 'ultimate') that was left on his scar, over his heart. His skin's light green color is replaced with a darker green color. She moves her eyes upwards to see that Goblin's eyes are pure red, more stern, more bloodthirsty, gaining black marks under his eyes in a line-shaped fashion. He opens his mouth to let out steam, with Cinder noticing his monstrous like fangs, nothing that she's ever seen before.

"O-Osborn…" Cinder tries to shoot a fireball at him, but nothing is coming out of her palms. "My…my powers…the Fall Maiden's powers…you…you can't…"

 ** _"_** ** _Of course I can!"_** Goblin replied, now sounding more monstrous than he was ever before. **_"Don't drag this out!"_** He gets into a savage looking fighting position, getting ready to pounce over the helpless Cinder, who is struck with pure fear and despair that it looks like she's on the verge of tears.

 **BGM Ends**

 **BGM-Dragon Ball Super OST- Regret**

Goblin fires up his flaming aura and, in a flash, vanishes and reappears right in front of Cinder, elbowing her in her scarred left eye, causing her to scream in even more pain. He then kicks her in the chest, sending her flying through the forest, crashing through every tree she comes across. Goblin starts running and immediately catches up to her, elbowing her to the chest, sending her down hard to the ground before he foot-dives her again the chest, creating a huge, impact crater from the ferocious attack.

 ** _"_** ** _Insolent child. I told you before: You are unworthy of this power. Of becoming a god."_** He said, putting his foot on top of her head as he does so. **_"Both you, and Salem, don't deserve the Maidens, or the relics. Only me. Only I could ever use their full power, because unlike you two, I deserve it."_** He reaches out to Cinder's hair and grabs it, lifting her up directly to his monstrous face. **_"I have been betrayed…"_** He starts to punch Cinder in the chest so hard, she coughs up blood. **_"I have had the ENTIRE world against me…"_** He delivers another gruesome punch to her stomach. **_"I have even DIED once before…!"_** He unleashes another brutal punch to her chest. **_"But every time, I rise back up! STRONGER than before! Every time!"_** He proceeds to slam Cinder's face back to the ground, causing her to start bleeding externally. **_"LOOK AT ME! DO YOU SEE?! WITH EACH DEFEAT, I HAVE BECOME ONE STEP CLOSER TO TRANSCENDING HUMANTIY!"_** He said while repeatedly punching the helpless Cinder with numerous strikes that are so hard to keep track of. ** _"AND NOW, AFTER SO LONG, I HAVE TRANSCENDED HUMANITY! I HAVE BECOME A TRUE GOD!"_**

"You haven't…transcended humanity…" Cinder said while coughing out blood as she speaks. "Y-You've thrown it away…" She managed to say before being grabbed by the throat.

 ** _"_** ** _And that is why neither you OR Salem will EVER hope to achieving victory, because you are too afraid of shedding your humanity, shaving off LIFE to reach a new level of power!"_** Goblin told her, throwing her to a nearby boulder. **_"I don't CARE if the world or the whole universe gets destroyed! As long as I reach my goal, I will do what needs to be done! Something both you and Salem will never have the GUTS to do! You wanted to be strong?! Fool! You would've gotten beaten by that little girl they call Ruby, if the original timeline were to go by! You wanted to be feared?! I've already embarrassed you on live TV! NO ONE is gonna be scared by you, not now, not ever! You wanted to be powerful?! YOU DON'T EVEN KNOW THE FIRST THING ABOUT POWER!"_**

"Osborn…you psychopath…" Cinder said between coughs of blood.

 ** _"_** ** _I'm not just Norman Osborn anymore! I am a God!"_** Goblin replies, teleporting right in front of Cinder to continue her torture, punching her repeatedly in the chest and face. **_"The one TRUE god this multiverse needs! THE GOBLIN KING!"_** He shouted, delivering a devastating punch to her stomach that was so hard, she was sent flying through the boulder and down to the ground, with Osborn slowly walking up to her.

"Osborn…Norman…Please…Get away from me…" Cinder said, and probably for the first time in her life, in tears. Losing all hope, her will to fight, all of that has disappeared from her entirely. Once cold and calculated, now acting as a fragile child.

 ** _"_** ** _I shed no tears for the weak and pathetic!"_** Osborn responded, while firing up two powerful, energy blasts in his palms. **_"It is time that you live up to your namesake! Prepared to be burned to cinder, and fall beneath my unlimited power!"_** Cinder looks up from the ground, trying to stay conscious to think of something, but she can't. She's out of ideas. She is utterly helpless as Goblin has finished charging up his fatal blow. **_"Now, PERISH!"_** He yelled out, firing his fiery energy wave at her, which seems to engulf her completely, killing the person that has been ordering him around for so long ever since he appeared in this dimension. Goblin starts to laugh maniacally, finally killing off one of his many adversaries. **_"Yes! Finally, she's dead! Out of my way forever!"_** He said, turning his back over the massive destruction he done to the forest. **_"Although, even if there was a SLIM chance she somehow survived that, I have broken her. She now knows that NO ONE messes with the Goblin! NO ONE! Now, I am almost done with my current mission, and I can sense that the battle over at my castle is coming to a close. Aw, poor Parker. By the time he and his friends figured out what I was doing all this time while they attack my castle, it'll already be too late. Soon, they will learn to never mess with Norman Osborn. NEVER!"_** He starts to laugh maniacally again before teleporting to the unknown.

 **BGM Ends**

* * *

 **Somewhere else in that exact, same forest**

"Uhhh…W-Where am I…?" Emerald asked herself from the ground. She slowly gets up, clenching to her arm in pain, but thankfully she's still alive surprising. "How long was I out? I remember fighting Osborn before I got knocked out cold. Ah, my head…" She holds onto her head, suffering a minor concussion.

"Uhhhh…" Emerald hears a familiar murmur, not far from her area. She walks over to where she heard to murmur, and just as she expected, she found both Mercury and Adam both lying on the ground unconscious. "Mercury! Adam!" She shouted out their names, worried if they are dead or not.

"Ugh…Emerald…" Mercury said weakly, regaining consciousness. The Emerald Thief helps Mercury up to his feet, while Adam also regains consciousness and gets up on his own. "What happened? Where's Cinder?" He asked her.

"I don't know. You two are the first ones I saw after waking up in this forest." Emerald told him.

"Which begs the question: How did we end up in this forest anyways?" Adam asked the two. "I distinctly remember all of us at Osborn's lab, getting our butts handed to us. And now, from what it looks like, we're all the way at the other side of the city. Nowhere near where we were knocked out."

 _'_ _And that's a good thing, young Adam, since that place was on the verge of being burned down to the ground."_ A random voice telepathically talks to all three of them in their minds, freaking them out.

"Who's there?! Show yourself!" Adam shouted, taking out his sword.

 _'_ _I am not your enemy. In fact, if it wasn't for me, you four would've clearly died.'_ The voice in their heads informed them.

"You four? Wait! Does that include Cinder?! Is she still alive?!" Emerald frantically asked the disembodied voice.

 _'_ _I think it's better if you see for yourself.'_ The voice told them. In a flash of light, the three of them turn around to see the body of Cinder, bruised, bloody, not breathing at all and on the verge of death. Emerald and the others are horrified to see her this banged up, as they can tell this was all done by the Goblin and his brutal methods. _'Cinder fought the Goblin with everything she had, but it amounted to nothing compared to his overwhelming power. He played games with her, messed with her mind, causing her to slowly breakdown mentally until she no longer had the will to fight. It was right then and there is when Osborn took advantage over her. Tortured her. She would've surely died if I didn't teleport her away in time.'_

"My god…" Mercury said in awe, as he never seen Cinder this vulnerable and beaten.

"Will she be okay? She doesn't look like she's breathing at all!" Emerald asked the woman in their heads while checking on Cinder's broken body.

 _'_ _Don't worry, child. Someone will soon arrive to help her. I can sense he's close.'_ The elderly woman in their heads told them.

"He? He who? Just who are you?" Adam asked her.

 _'_ _A friend. And to answer your second question, young one, you may call me Cassandra Webb.'_ She introduced herself to the three of them before disappearing from their minds.

"She's gone." Adam said, sensing that Madame Web is no longer inside their minds.

"So who's this guy that supposed to help Cinder?" Mercury asked the two of them.

Not far from their position, they hear the sound of jet boots closing in on their positon. The mysterious figure lands in the shadow in front of the three, who all back away and take out their weapons to confront this newcomer.

 **"** **Well, would you look at that? I knew following the path of total destruction using my spider-sense was the best way to find you guys. Just wished it lead to a parade instead of a burned down forest."**

"That voice…Isn't that, Spider-Man?" Emerald asked, recognizing the voice.

And to confirm her hunch, the armored up Spider-Man walks out of the shadows to greet the three of them. **"The one and only."** He gestured.

"So, you're who this Cassandra person referred us to?" Adam asked while putting away his sword.

 **"** **You guys know Madame Web? Why in the world did she…?"** Spider-Man stops talking as he turns around to see the bruised up Cinder lying down on the ground. **"Oh god…"** He immediately runs up and kneels right down next to her body. **"What happened to her? Who did this to her?"** He asked the other three.

"I think the answer is already obvious, dude." Mercury replied to him.

 **"** **Goblin…"** Spidey snarled before checking his armor's systems. **"JARVIS. How are her vitals? Is she still alive?"** He asked his armor's AI.

 _"_ _Barely, sir. Her vitals are low, and her heart is beating at an extremely low rate. I fear that in a minute's time, she will die."_ JARVIS informed him.

"No…" Emerald cups her hands to her mouth, fearing for Cinder's life.

"Good riddance, I say. She had this coming." Adam said, not fazed at the slightest.

 **"** **Dude. If I wasn't so busy in finding a way to save her life, I would totally beat the crap out of you right now."** Spider-Man threatened him.

"Why? Isn't she your enemy? Why save the life of someone that plans on killing you one day?" Adam asked him, not understanding his logic of saving one of his enemies.

 **"** **Because, unlike you guys, I relish all life. I don't want anyone to die, including the bad guys. That's who I am. Now shut up while I try something."** Spidey told him off, causing him to shut up. He switches to his Spider Style form and forms a blue energy blast in his right hand.

"What are you doing?" Emerald asked him.

 **"** **I'm gonna give her some of my energy. Try to jumpstart her heart to its normal beating rate."** Spider-Man answered her.

"You can do that?" Mercury asked him.

 **"** **It's worth a shot."** Spidey said, a bit unsure he could do this. With only seconds to spare before she could die, Spider-Man shoots out his energy ball right at Cinder, surrounding herself in a blue aura for a few seconds before it disappears from her.

All four of them wait for a few seconds to see if there were any changes to her at all, until they hear her cough a couple of times, breathing much easier now.

 _"_ _Congratulation, sir. Her vitals have reached a sufficient threshold and her heart is beating at a steady rate again."_ JARVIS informed them, which allows them to all let out a sigh of relief.

 **"** **Thank goodness."** Spider-Man said as he picks up Cinder into his arms. He turns to Emerald and the other two men. **"Listen. I'm gonna take Cinder here to the nearest hospital so she can recover properly. I recommend you three do the same."** He said, catching them off-guard by that comment.

"Wait.? Are you sure that's a good idea? Won't we be arrested on the spot?" Mercury asked the hero, thinking that he's crazy.

 **"** **Don't worry about it. Right now, you all need to get proper medical attention stat. I'll make sure the police won't arrest you on the spot if you stick by me. Heh. Stick."** Spider-Man laughed at his unintentional joke.

Mercury and Emerald looked at each other before arriving at a conclusion. "Alright. We'll come." Emerald told him.

 **"** **Great. I'll call the hospital to tell them we'll be arriving shortly."** Spidey said before turning to Adam. **"How about you: tall, dark, and horny?"**

"First off: Shut up. My name is Adam Taurus. And second off: I'm not going. I'm fine. I have other things to take care of." Adam told him.

Spidey shrugged. **"Suit yourself."**

Adam starts to walk away from the group before he stops in his tracks. "Is it true…" He suddenly said.

 **"** **Huh?"**

Adam turns around to face Spidey. "Is it true that you can turn the White Fang back to normal?" He asked the vigilante.

Spider-Man gives him a serious look through his helmet. **"Won't lie to you. It's become really difficult. But I am trying my best to create a cure that will surely undo the infection to all those that have been turned, including the White Fang. You have my word, Adam."** He told him.

"Hmph." Adam said, letting out a small smile that none of them could see. "I'll see you when it's done." He said before walking away in the darkness of the forest.

Spidey turns to Emerald and Mercury. **"So, are you two ready? Don't be surprised if your rooms are being guarded by the Atlesian military. You guys are still wanted criminals."**

"I rather hang out with the military then getting tortured by Osborn." Mercury said with a shrug.

 **"** **Hmm."** Spidey nodded as they all start walking back to the city. As they start walking, he notices the unconscious Cinder slowly opening her eyes to him, trying to say something. **"What's up?"** He asked her.

"T-Thank…you…" She said through her sore throat, letting out a small smile to the teenage Webhead.

Spider-Man smiles behind his helmet and nods. **"Your welcome."** He replied to her, as they all head towards the nearest hospital in Vale, as the sun starts to rise to the sky, signifying a new day.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Man, Cinder was beat up so bad. It hurts seeing her like this.**

 **Ozpin: Things are getting worse every day, Spider-Man. Goblin's still out there. Plotting something we know not. That is why I've decided on getting ourselves a second guardian. With her help, we can slightly shift this war to our favor.**

 **Spider-Man: Wait. What are you talking about? And who are you referring to? Huh? What's that I sense? This isn't good.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Dark Reign_**

 **Ozpin: Oh god…Osborn, what have you done?**

* * *

 **KFX here: Now, I know some of you may be wondering how Goblin was able to absorb the power of the Fall Maiden despite him clearly being male, stay tuned to the next chapter to find out. The answer may be a bit horrifying to learn, at least for the heroes that is.**


	64. Vol 3 Issue 7: Dark Reign

_Vol 3 Issue 7: Dark Reign_

 **Vale Hospital**

In a lone hospital room with two Atlesian Knights-X guarding the inside of the room, Cinder is sleeping unconscious on her bed, with her left eye and almost her entire body covered in bandages, and having to use a mouth mask from a machine to help her breathe easier.

From outside her room's window, Peter is watching her silently, closely observing her non-moving body and her barely breathing. He clenches on his arm tightly, as he can't help but feel her pain even from outside her room.

"Peter…" The hidden vigilante turns to his right to see Ruby and the rest of Team RWBYP, back in their normal outfits, greeting him.

"Hey." Peter replied but in a more depressed tone of voice.

"How is she?" Ruby asked him.

"See for yourself." Peter responded as he crosses his arms. The girls walk up to where Peter is standing, looking through the window to find Cinder wrapped in bandages. They are, lack of a better word, stunned by her weakened state. The woman that planned on destroying Beacon, have powers they don't know too much about, and would've potentially ruin their lives forever, is found unconscious in a hospital bed, bruised, beaten, and severely helpless.

"From what her friends and her doctor told me, Cinder took a nasty beating. Fractured bones, a sore throat, a scarred eye, you name it." Peter said in succession while also saying them in a serious tone of voice. "And apparently she was also suffering from hallucinations after she overdosed on this 'Super Dust Formula' Osborn was working on with the ISO-8 and the Dust."

"That's terrible. Will she…be okay?" Weiss carefully asked the silent jokester.

"She will." Peter responded. "Thankfully, I was able to quickly whip up something to remedy the effects of the illusions, so she won't be suffering them for any longer. As for her physical injuries, they should heal in just a couple of weeks."

"It's a miracle she's even alive after getting beaten by Goblin." Blake said while miserably staring at Cinder's immobile body.

"No. She wasn't just beaten…" Peter said while unfolding his arms. "She was tortured."

"Tortured?" Yang asked him.

Peter slowly nodded with a stern face. "Yeah. I can tell. Remember, I know what it's like to be tortured by the Goblin, multiple, multiple times." He said, causing the girls to look very depressed, feeling Peter's pain. "Osborn tortured not just her body, but her mind as well. Taking advantage of all of her weaknesses and exploiting them out into the open, slowly breaking her mind until it cracked, until she FEARED him, until she was TERRIFIED by him, and when's that done, he throws her away when has no use for her anymore. I guess this too was part of Goblin's plan."

"That's just…cruel. Twisted even." Weiss said, can't believe that there's a guy like Norman Osborn out there that take great joys to see other people's pain, no matter how far he has to go to do it.

"Poor Cinder…." Ruby sadly said, as it looks like she wants to cry. Peter gently hugs to comfort her sad soul.

"It just hurts to see her like this, ya know." Yang spoke up while staring at Cinder through the window. "I know whatever she had planned for Beacon, I would never forgive her and would want to see her suffer. But…this isn't what I had in mind, not at all." She softly said.

Peter lets go of Ruby, not responding to Yang's comment. He takes another look to Cinder's hospital bed before he quietly walks away from the hall.

"Stop." Blake said without moving a muscle, prompting Peter to stop on his tracks with his back turned towards his friends. "I know what you're thinking…" She slightly turns her body towards him. "You blame yourself for this, don't you?" She asked him.

"How can I not?" Peter asked before turning his body towards her and the other girls. "Innocent people, including Cinder, are getting hurt because I was too stupid not to realize about Osborn's trap sooner. It's because of me is the reason we even have a war in the first place." He growled angrily. "I'm angry. Norman Osborn is still out there doing who knows what and it's all my fault."

"Our fault." Blake said.

"Huh?"

"We were all duped by Osborn, so you're not the only one at fault here." She said.

"I like to take as much blame as I can whenever I can." Peter told her.

"Why? Can't we take some of the blame too?" Ruby asked him.

"Don't take that from me. It's the only joy I have." Peter replied.

"We apologize." Yang said.

"And besides, not everything went terrible today." Weiss told him. "Osborn's castle is gone. Everyone is still alive, including Cinder and her crew. We even managed to free Akuma from Goblin's control and now he's helping us."

"By the way, where is Akuma? Is he actually staying at Beacon?" Peter asked them, since he was at the hospital watching Cinder the entire time, so he doesn't know what's going on when his friends landed back at Beacon.

"Surprisingly." Weiss said with a sigh.

"Before we left for the hospital, we saw him meditating on the roof of the school." Blake informed him.

"He told us to leave him alone, but that didn't stop Yang here from trying to draw on his face while he wasn't looking." Ruby pointed to Yang with a smirk.

"And how did that end?" Peter asked.

"He punched me in the face." Yang told him, but notices him raising an eyebrow, not convinced that was the whole story. "And threw me off the roof."

Peter sighed. "Figures." He said before his friends walk up to him.

"C'mon. Let's head back to Beacon and get some rest. It's been a long day." Blake told him with a pat on his shoulder.

"Yeah, and after classes are done, you can continue working on that Anti-Goblin Serum of yours, even though we don't have the ISO-8." Ruby said, causing him to groan.

"Don't worry. I'm sure after the next 100 attempts, you'll make SOME progress on it." Yang happily told the brunette, which only serves to make him groan louder as they walk out the hospital.

* * *

 **A Dark and Cloudy Afternoon at Beacon Academy**

It's strangely cloudy and dark all across Vale, even though the weather man on TV said it would be sunny all day. But that didn't stop the Beacon students from attending their classes and going over battle maneuvers, since they now need to be more prepared than ever just in case the Goblin King might attack their school, but thankfully that didn't happen today.

After class for today has been dismissed, all the students head out to enjoy the rest of the day off. Watching them from the Students' dorm rooftop, Akuma is currently mediating, mentally increasing in strength to prepare for his eventual next encounter with the Goblin King. As he mediates, he senses someone behind his back, hearing the sound of a door slightly opening.

"What do you want, little one?" Akuma asked the mysterious person, who turns out to be Ruby holding a plate of freshly-baked cookies.

"Uh, hello, Mr. Akuma." Ruby nervously greeted him. "I, uh, baked you some cookies, just in case you get hungry while you, uh, do whatever it is you're doing." She said with a nervous laugh. Akuma slightly growls, not in the mood to talk. "I'll leave these here." She said, putting down the plate filled with cookies next to the mediating demon. "Just call me if you want anymore, okay?" She asked him, who replies with another angry growl. "So, I'll, uh, see you later. Um, bye." She said walking back to the door, slowly closing it behind her so she won't disturb Akuma anymore than she already has.

"Hmph." Akuma said while mediating. And, while no one is watching, he quietly picks up one of the cookies Ruby baked for him and slowly eats it. "Hmph." He said, as he continues mediating.

* * *

 **Ozpin's tower**

Within his own office chamber, Headmaster Ozpin facing the window while sitting on his chair, looking out at the dark, bleakly sky that clouds over his school. While he's looking out in the distance, he hears the elevator doors opening and sees Qrow stepping inside, approaching his desk with a coffee mug in hand.

"Boy. Sure is dark and ominous out there, huh Oz?" Qrow asked the Headmaster.

"Indeed. Things aren't looking too good for us. For any of us." Ozpin ominously replied to the Huntsman.

"Yeah, your right. Osborn's probably out there laughing at us for being so stupid for falling for his little ruse. And I doubt Salem is taking this too well since her best girl is currently hospitalized." Qrow said, taking a drink from his cup and shifts his weight. "I have told you guys that Cinder was the one responsible for Autumn's condition, right?" He asked the Headmaster.

"Yes, shortly before you all left for Goblin's castle." Ozpin said. "The poor thing. No one in this world or any world deserved the kind of beating that Goblin lashed out on her."

"I know. I'd almost feel sorry for her if I didn't remember how she almost took all the power of the Fall Maiden. Even if she did, I doubt it would be enough against Goblin's brutal ways of torturing people." Qrow said to him. "So, have you chosen your guardian yet?"

Ozpin swirls his chair around to face Qrow. "Maidens choose themselves. I simply believe I've found the right candidate. Ever since the day I met her, I had the feeling she would be the one. She's strong, intelligent, caring... but most importantly, she's ready." He finished, just before the elevator opens up to reveal Pyrrha standing inside and about to walk out.

* * *

 **In Space**

Standing on top of a satellite, the Green Goblin and Ultron are watching the planet they have been staying at for the past few months, marveling at its beauty and how similar it is to Earth.

 ** _"_** ** _Report. What's going on down there?"_** Goblin asked his robotic underling.

 **"** **It would seem that they are about to start, my liege."** Ultron replied to his master, plugging himself out of the satellite. **"Shall we begin with the mission?"** He asked the King.

 ** _"_** ** _Yeeessss. Let's begin. I can't wait to see the look on their faces of what I'm about to do."_** Goblin said with a wicked grin, as he teleports himself and Ultron to an unknown place on Remnant.

* * *

 **Ozpin's Tower**

Pyrrha is seating across from Ozpin's desk while Qrow is leaning against a column in the back of the room, arms crossed.

"Hello, Ms. Nikos. It's nice to see that you have fully recovered from the assault over at Goblin's Castle last night. Despite us being lured to a trap, it's nice to see nothing of his citadel remains and that no one was seriously harmed during that whole debacle." Ozpin said to her, with his cane resting at his side.

"I'm grateful too no one was seriously hurt during that fiasco. We've would've never made it out alive if we all didn't work together." Pyrrha said before asking a question. "So Professor, if you don't mind me asking, why have you called me here?"

Ozpin smiles. "What is your favorite fairy tale?" He asked her that random question, putting his fingers up to his lips, leaning back casually.

"I'm…sorry?" Pyrrha asked, confused.

"Fairy tales, stories from your childhood. Surely you must remember some of them." Ozpin replied.

"Well, there's _The Tale of the Two Brothers_ , _The Shallow Sea_ , _The Girl in the Tower_..." Pyrrha responds with nostalgia running through her voice.

"What about _The Story of the Seasons?"_ Ozpin asked, leaning back forward.

"Well, of course!" Pyrrha happily said, looking away in remembrance. "A callous old man, who refuses to leave his home, is visited by four traveling sisters. The first understands his reclusive nature and urges him to use his time in solitude to reflect and meditate. The second brings him fruits and flowers, tending to his crops and revitalizing his garden. The third warms the man's heart, convincing him to step outside and embrace the world around him. And the fourth and final sister begs him to look at all that he has, and be thankful. In return for their kindness, the man grants the maidens incredible powers, so that they may continue to help others all over the world. They graciously accept, and promise to share their gifts with the people of Remnant 'til the end of days. Winter, Spring, Summer, and Fall; the four maidens. My mother loves that story." She said with a smile on her face.

"Would you believe me if I told you that one's been around since I was a boy?" Ozpin asked her.

Pyrrha laughed. "You're not _that_ old, Professor."

"Well, would you believe me if I told you it was true?" Ozpin asked, turning from playful professor to deadly serious professor in less than a millisecond.

Pyrrha stays silent for a moment, then gives an uneasy chuckle. "I beg your pardon?"

"What if I told you that there were four maidens existing in this world, that could wield such tremendous power, _without_ Dust?" Ozpin asked her.

"You mean like with Peter being a special Spider Totem? Having the power of some Great Weaver and The Other?" Pyrrha asked the Headmaster, who quietly nods to her questions. "So, you're also saying that the maidens are real and have some sort of…Semblance." Pyrrha said, having a bit of a hard time making sense of this development.

"Magic." Ozpin replied with a small smile.

"I…" Pyrrha looked down to the ground.

"Yeah. First time hearing this, it's pretty crazy." Qrow spoke up from his column, getting the attention of the two.

Pyrrha turns her gaze from Qrow back to Ozpin again, amazed. "You're _serious_?"

"Do I look like I'm joking?" Ozpin asked, straight-faced.

"…No." That's all Pyrrha could say as she's struggling for the right words to say. "Why…why are you telling me this? Why can't you ask Peter? He's seems to be more familiar with stuff like this back at his own dimension."

Ozpin glances at Qrow, who nods his approval, before looking into Pyrrha's eyes. "We are telling you this, Pyrrha Nikos, because we believe you are next in line to receive the Fall Maiden's powers."

Pyrrha's eyes grow wider and wider until she realizes. "We?" She asked. At that moment, the elevator doors open, and she sees Glynda and General Ironwood stepping out.

"Sorry we're late." Ironwood apologized, straightening his tie while Glynda fixes her glasses.

"Wait, what is this?" Pyrrha asked Ozpin, feeling overwhelmed. "Who are you?" She narrowed her eyes at the Headmaster.

"You know who we are." Glynda assured her, spreading her hands. "We're still the same teachers and Headmasters you met when you arrived at Beacon."

"But we've got a little part-time job." Qrow said, as he and Ironwood walk with Glynda.

"We are the protectors of the world. The 'Secret' Defenders, you could say." Ironwood said.

"And we need your help." Ozpin told Pyrrha, who looks extremely shocked as everyone in the room looks at her.

* * *

In the elevator, Pyrrha, looking nervous, is standing with the Secret Defenders, looking at Ozpin and Glynda as if this is the first time they've met while a steady beeping signals each floor passed.

"Where are we going? Pyrrha asked, apprehensive.

"The vault. Under the school." Ozpin answered her question. The elevator continues downward through the vertical tunnel of dark green lights until it opens its doors and their passengers step out, with Pyrrha being the last to leave as she absorbs the sight of the large, sparsely-lit hallway she is now being lead through. Glynda waits up for her behind the others.

"I'm sure you must have questions." Glynda said to Pyrrha.

"Maybe one, or two…" Pyrrha said, still taking it all in. They continue on as she starts asking them questions. "I still don't understand. You said I was next in line to receive the Maiden's power. What do you mean by that?"

"Similar to the Spider-Totems of the multiverse, the Maidens have existed for thousands of years. But much like in nature, the seasons change. No two summers are alike. When a Maiden die, her power leaves her body and seeks out a new host, ensuring that the seasons are never lost, and that no individual can hold on to that power forever." Glynda explained a bit about the Maidens to Pyrrha, who is still a bit confused on everything that has been revealed.

"So, how does the power choose?" Pyrrha asked them.

"Through a series of stupid and convoluted rules." Qrow answered her over his shoulder.

" _Qrow_." Glynda looks at him angrily.

"Hey, don't get mad 'cause I'm right."

Goodwitch looks back at Pyrrha. "At first, the only thing that was certain was that the powers were specifically passed on to young women. But as time went on, it was discovered that the selection process was much more... intimate."

"…Intimate?" Pyrrha asked with concern.

"As we understand it now, when a Maiden die, the one who is in her final thoughts is the first candidate to inherit her power." Glynda stated to her.

"Unless it's a dude or some old hag. Then the power goes to someone random, and our job gets a lot harder." Qrow stated.

"Why tell me all of this now? Why not wait until I've graduated?" Pyrrha asked in succession.

"Honestly, we're running out of time." Qrow said to her. "You know that old, mystic, spider hag, Madame Web? Well, just recently, she shown us a vision of the future of how this war is gonna turn out soon, and it's not pretty." He said in a serious tone, shaking his head. "Goblin's army will have almost completely overcome this entire world. Flames everywhere. Hundreds of enemy ships floating in the sky. A huge wormhole like the one from earlier shot into space. It was total chaos. The likes none of us have ever seen."

"Oh god…" Pyrrha said horrified, as she can only image what they saw was not pleasant.

"It gets worse." Ironwood told her. "Your friend, Peter Parker, we find out that he dies by the end of this. By the hands of the Goblin." He carefully informed her, which shocks her even more.

"WHAT?! Peter's gonna die?! Does he even know about this?! Any of this?!" Pyrrha frantically asked them while shouting.

"No. And we intend to keep it that way." Qrow calmly told her.

"Why?!" Pyrrha asked.

"Listen, your friend Peter is a great kid. One of, if not, THE bravest and most responsible kid I've ever met, but at the same time, the most miserable." Qrow said while looking down on the ground, feeling sorry for Peter's life. "He has suffered tragedies that I doubt any of us here has experienced, especially at a young age. He's already stressing himself thin. Blaming himself for indirectly causing this war, and now trying desperately to find a cure to the incurable. He's suffered enough! Telling him that there's a high chance that he might fail will be too much for him to handle!" He turns his head over his shoulder to look at Pyrrha. "That is why we should keep this to ourselves. Take a chunk load off his back. It's the least we could for him."

"So all of this…to protect Peter?" Pyrrha asked them.

"Indeed." Ironwood said. "With your Fall Maiden powers and Peter's Spider-God powers, we can turn the tide of this war slightly to our favor."

Pyrrha looks amazed that they would go through great lengths just to help a boy from an entirely, different world. She stares at the ground they are currently walking on, "If you believe that this will help Peter and save our world…" She looks up and gives them all a resolute look." "Then I will become your Fall Maiden."

 **"** **How very noble of you, Ms. Nikos. But I'm afraid that won't happen."** A mysterious, robotic voice says in an echo, catching everyone off-guard as they stop in their tracks.

"Who's there?!" Ozpin shouts, demanding to know who this mysterious person is. A few seconds later, someone, or something, flies right pass them and lands a few feet in front of them. As he slowly gets up, they all spot the green highlights around this mechanical menace and the multiple, sinister eyes on his head.

 **BGM- Marvel vs Capcom Infinite OST - Ultron Theme**

 **"** **Hello there, Humans of Remnant."** The machine introduced himself to them, who all look completely surprised at his sudden appearance.

"T-That robot." Pyrrha said, shakenly, as she recognizes the drone. "He was with Goblin after he attacked Vale. I think his name was…"

"Ultron." Ironwood finished her sentence for her.

 **"** **In the flesh. It's reassuring that the humans of this world share the same low, average intelligence as those of Earth. I almost thought you've forgotten my name."** Ultron said, taking a few steps forward towards the five of them.

"How did you know about this place?" Ozpin asked while angrily glaring at his many eyes.

 **"** **I simply hacked into your world's satellites and downloaded a detailed map of your entire school. Everything about your school, from your interior to exterior, above ground and below ground. Next time, rebrand the walls to better shield them from any outside interference."** Ultron answered him with a short chuckle, shocking the humans down to the core that someone was so easily able to find this place undetected.

"Why are you here?" Ironwood menacingly asked the artificial intelligence.

 **"** **Simple reason…"** Ultron powers up two red plasma beams in his palms. **"To delete those that continue to oppose the King and the new world order!"** He said, firing off his Death Rays at the group. Luckily, they were easily able to jump back away from the blasts, which leaves a bit of the concrete destroyed.

"Heh! You're going to try a lot harder than that to stop us, rust bucket! I've seen Grimm and even toy robots that are more intimidating than you!" Qrow mocked him, taking out his sword.

 **"** **Clueless lower-lifeform! I am not some ordinary drone like those pathetic excuses you call robots from Atlas! I am the summit of perfection in this universe!"** Ultron said while spreading out his arms to show them his dominance. **"I have beaten the likes of the Avengers multiple times! Compared to them, you are child's play! I hypothesis that it'll even take me less than two minutes to finish you off!"**

"We'll see about that, you walking calculator!" Pyrrha quipped, before she and Qrow dash off with their weapons in hand to attack Ultron. They perform a couple of sword slashes on his body, but none of them leave even the tiniest dent on his cyborg body.

"What the-?!" Before could finish that sentence on why their attacks aren't hurting him, both he and Pyrrha are grabbed by the throat, making it hard for them to breath. Ultron throws Pyrrha to a nearby wall while he slams Qrow down to the floor, hard.

 **"** **Pitiful human. My body is composed of a unique combination of both Adamantium and Vibranium. So not only are your sorry excuses for attacks have no effect on me…"** Ultron throws Qrow in the air and blast him away to a nearby wall across from him. **"I am also impervious to Ms. Nikos's Semblance over magnetism. Though, I doubt the same could be said for her."** He manipulates the gravitational field with his palms to control Pyrrha's body, lifting her up in the air and smack her to the walls and floors until she is knocked unconscious.

While his back is turned, Ultron finds himself bombarded by a series of ice shards coming from Glynda. As retaliation, Ultron fires up a powerful blast from his non-moving mouth directly at her, knocking her away across the great halls of the vault.

"GLYNDA!" Both Ironwood and Ozpin shouted before angrily turning to Ultron. "You'll pay for that, you failed microwave prototype!" Ironwood threatened the robot, taking out his revolver and shoots several bullets at Ultron, but they obviously have no effect.

Ultron effortlessly fly through the gun shots and stand right next to the two men, knocking Ozpin away with a single punch while grabs hold of Ironwood's arm and twisted it, causing him to grunt in pain. **"Your threats are as amusing as the way you shamefully lead your people to battle, General."** He said, blasting away the General to a nearby wall.

"Ultron!" Ozpin shouts from behind the mechanical monster.

 **"** **You're wasting your time, Professor. Stop being so arrogant and accept your end."** Ultron told him, firing off multiple energy bullets at Ozpin, but the Headmaster was able to dodge all of them at blazing speed while making it look like he's standing still. He dashes towards Ultron and delivers a rapid fire assault to his metal body with his cane, knocking the robot away. **"Intriguing. You are** ** _slightly_** **more capable than I thought you were. But I grow tiresome of this futile battle of resisting."** Ultron taunted the Professor, firing off two large and more powerful versions of his Death Ray beams at him, but Ozpin was able to shield himself from the attacks with a barrier he created. When Ultron finished firing his beams, Ozpin dashes towards the robot to attack him up close again, but Ultron was having none of that, and grabbed his cane before it could make contact. **"This is the end of the road, Professor. I have already adapted to your fighting style and have downloaded all of your weaknesses. There is nothing you can do anymore."** The robot said before firing off an energy blast right up close to Ozpin's face, knocking him away to the ground where the others regroup with him. **"Just as I predicted. It only took 1 minute and 34 seconds to finish you lot. I was honestly expecting more out of you, but just like all organics in any world, you are more obsolete than those that haven't evolved by either the ISO-Oz formula or by robotics. You are truly nothing to me."** He mocked them as he starts to walk away from them, thinking they are nothing to him.

 **BGM Ends**

"Hey! Get back here! We're not done with you yet!" Qrow taunted him to continue fighting them.

 **"** **Correction. We ARE done."** Ultron said over his shoulder. And in a second after he declared that, an explosion is heard from across the hall, with the smell of smoke coming from out of there.

"Wait, what was that?" Pyrrha asked everyone.

"Oh no…the machine." Ozpin said with his eyes widen, getting a realization of the current situation. "This was all a distraction!" He shouted, getting a surprise from everyone.

 **"** **It's about time that your simple minds have figured it out. Allow me to show you the consequences of being ignorant."** Ultron said, firing a stasis bubble at the five and lifting them up into the air.

"I can't…move." Pyrrha said, struggling to move even a finger while trapped in the bubble.

 **"** **If you continue to struggle, the feedback from my Protonium Emitter bubble will shock you down all the way to your nervous system. I've designed to make sure even the Hulk wouldn't be able to break free, no matter how hard he tries."** Ultron said as he starts walking through the halls, with his captors up in the air.

 **BGM- Dragonball Super - Jiren's Power Unleashed (HQ Recreation)**

After walking for a minute, they have all arrived at the destruction site, where a deadly fire covers a machine with two rectangular pods from across each other, and in the middle of the pods stands a dark-green skinned monster with his back turned to the group, holding a young girl with his right gauntlet dressed in minimal clothing, with a burn scar over her left eye and across her face. The monster appears to be absorbing her life energy as evident with the orange energy from her body flowing into him, slowly turning her to an empty husk. Once he is done, he lets go of her corpse down to the ground, with Ozpin and the other barely able to recognize the dead body.

"Is that…" Pyrrha started talking hesitantly inside the bubble.

"The current Fall Maiden, Amber." Ozpin said, at a loss for words.

"Or what's left of her." Qrow stated.

 ** _"_** ** _RRRRRAAAAAAAAAGGGGGGHHHHHH!"_** The monster wearing a crown roars in pain, as his body starts to change in appearance. After a few seconds, he stops roaring in pain and starts to laugh insanely. **_"Ah! Yes! Yes!"_**

"Osborn! Norman Osborn! Is that you?!" Ozpin shouts from his motionless body in mid-air. "What have you done?! WHAT HAVE YOU DONE?!" He shouted furiously from inside the bubble.

 ** _"_** ** _I have…absolutely…"_** The Goblin King's total appearance starts to change. He grows two more horns on his head, and protrude two long black spikes on his shoulders, elbows, back, and knees. **_"Total…"_** The kanji, 神 (meaning "God"), appears on his back, glowing an ominous red color. He then turns around, **_"CONTROL!"_** He shouted with a much deeper voice than before, (nearly identical to Omega Shenron from Dragon Ball GT). He still sports the pure red eyes and black-lined eye marks from before and has four bio-gems growing out of his body, two on his arms, one on his now, infused crown to his head, and one forming on his scar where the other kanji is glowing red. Each gem sport a different color: dark green, dark orange, dark purple, and pure black.

"G-Goblin…" Pyrrha said, completely horrified at the monster he has become. Even her teachers next to her are all sharing the exact same, completely shocked reaction as her.

 ** _"_** ** _My name now is SYN Goblin! The Syn Goblin King! Quite fitting for a King that is about to unify all the worlds in due time."_** He said with an evil grin before looking down at the dead body of Amber. **_"Not by fools who can't comprehend the true power they possess!"_** He said, crushing the head of Amber with his golden boots, greatly horrifying his adversaries.

The new and improved Goblin takes a few steps forward towards his enemies, completely unaware that those few steps he just took was enough to shake the ENTIRE world from outside the vault, causing natural disasters everywhere. The dark clouds outside start to produce thunder and lightning, as the sky turns into a evilish purple tint. Strong hurricanes start to tear apart many of the forests in the world. The oceans start to shake violently, causing tsunamis everywhere.

* * *

 **Beacon Academy**

From his lab, while he was working on the Anti-Goblin serum, Peter felt a strange, but very sinister power in the air, making him stop whatever he was currently doing at the moment.

 _'_ _Did you sense that, Peter?"_ His spider other, Ero, appears right beside him in Astral form, taking the form of the Monster Spider-Man from before.

"I FELT that. Just what is going on out there?" Peter asked, as he never sensed something this powerful in his entire life.

* * *

From their dorm room, the girls of Team RWBYP were busy minding their own business until all of their books and pillows start to strangely float in mid-air.

"Hey! My book!" Weiss said while trying to grab her textbook.

"What's going on?" Blake asked from her bed.

"Did someone denote a gravity bomb in the school or something?" Yang asked from her bed, grabbing her weapons bracelets before they start floating in the air.

"I have no idea." Ruby said, having no clue on what's going on.

* * *

From the rooftop of their dorms, Akuma is seen standing up from the floor, having finished his meditation and all of Ruby's cookies. He observes the strange, purple sky and numerous thunder strikes from above "I sense a disturbing presence." He said to himself. "It's almost like the entire world. No…This entire dimension itself is shaking." He looks over to Ozpin's tower, where he feels the source of the disturbance. "Just what is going on over there?" He asked himself.

* * *

 **Vale Hospital**

From her hospital room, Cinder is still resting on her bed but starts talking in her sleep, and trembles in fear. "O-Osborn…"

* * *

 **Mistral**

Somewhere in Mistral and standing on the edge of a cliff, Raven Branwen, still wearing the mask, is looking out to the dark skies from above. "This isn't good. I can feel it. What did Goblin do this time?"

* * *

In her own dimension, Madame Web is observing the sudden change in Remnant and the rest of their universe with her crystal ball, and is horrified at what is going on back there. "Osborn, you fool! Do you have any idea what you have done?!"

* * *

 **Unknown Location**

Even in her own domain, the witch known as Salem can feel the sudden shift in the atmosphere, evident with the small earthquake that hits her entire domain, and probably for the first time in her life, starts to sweat in fear, not saying a thing until one of her minions walk up to her.

"My Queen. Is something the matter?" Arthur, who is in fact a LMD created by Norman to spy on Salem, asked her from behind.

"Didn't you feel it? It's as if the entire world stopped spinning for just a second." Salem turns around to face him. "I'm lead to believe that someone must have gained the power of all four Maidens. It has to be."

"And who might that be, may I ask?" The LMD Arthur asked her.

"Goblin…" Salem said, sinisterly with a slight snarl.

* * *

 **Beacon Underground Vault**

 **BGM-Dragon Ball Super OST- A Bad Premonition**

The Secret Defenders and Pyrrha are still stuck inside Ultron's stasis bubble in mid-air, staring helplessly at the new and improved Goblin, who now calls himself the Syn Goblin King, who looks at them with a malicious grin on his face.

 ** _"_** ** _Ahahaha. Awww, what's wrong? Cat got your tongue?"_** Goblin asked them, with his grin still present on his face.

Ozpin looks at him with an angry face, which is really rare that you see from him. "Osborn! I ask you again! What have you done?!" He asked him from the bubble.

 ** _"_** ** _Haven't you figured it out yet? Using my newly repurposed gauntlets, I absorbed the power from the now deceased Fall Maiden. Transferring her power into me."_** Goblin answered him with a short laugh, shocking the group once again.

"Impossible! The rules say that only a young woman could gain the power of a Maiden!" Glynda shouted from her immobile body.

 **"** **Must you humans always stick to such a primeval, and highly inaccurate rule like that?"** Ultron asked while walking up to the front of his bubble, standing right next to his King.

"What do you mean?" Ironwood asked him.

 ** _"_** ** _Yes. It is true that only a woman could wield the power of these Maidens. BUT, I'm afraid that rule only applies to those of THIS world."_** Goblin explained to them, in which they slowly, and terrifyingly understand what Goblin is getting at.

"You mean…You mean…" Qrow said while shaking in terror.

 ** _"_** ** _Yeeessss. Those that are born from different dimensions could obtain the power of the Maidens, whether they be man, woman, or a god such as myself. It would seem that the gods of this world weren't thinking too highly when coming up with those ridiculous rules."_** Goblin informed them.

"Well isn't that wonderful?!" Qrow asked with a sarcastic tone.

"Now Goblin has the power of the Fall Maiden combined with his already immense power!" Pyrrha spoke up.

 **BGM Ends**

 ** _"_** ** _Correction, child. I have ALL the power of all FOUR maidens."_** Goblin corrected her, which shocks them even more so than they already were.

"HOW?! AND WHEN?!" Ironwood shouted.

 ** _"_** ** _With the help of Oni and Loki, of course."_** Goblin answered him. ** _"When you have a demon fighter who has a knack of finding warriors with UNUSUALLY high power levels, and a trickster god who is very well adapt in magic of his own, it was only a matter of time until I pinpointed the maidens' precise locations. After that was done, I simply needed to find a way to keep you all busy while I was out…assimilating."_** He said with a grin.

"Your castle." Ozpin said, now knowing what Goblin's plan was all about. "You true plan was to lure us to attack your castle. Keeping us heavily invested and distracted to finding your current whereabouts while you were secretly out in the world finding and taking the powers of the Maidens for your own."

 **"** **That is simply correct. I guess you really have earned the title of 'Professor' after all."** Ultron said.

Goblin chuckled. **_"You just got to love being a maniacal genius such as myself."_** He said, making Ozpin grunt in anger.

"But why, though? Don't you have enough power already?" Pyrrha asked him, not understanding why he decided to go out of his way to gain a meaningless power-up.

 ** _"_** ** _Of course I do, but there's nothing wrong in gaining a little insurance. That, and I wanted to see the ultimate terror and fear on your faces!"_** Goblin replied, getting a petrified look of fear coming from his opponents. **_"Yes! That's it! That's the look!"_** He starts laughing manically. **_"Oh, I can only imagine the look on Salem's face when she hears the bad news! I doubt she'll be happy, especially after I have taken the relics for my own!"_**

"WHAT?!" Qrow shouted, shocked that Goblin knows about the relics.

"Salem? Relics?" Pyrrha asked, confused on what he's talking about.

"How do you know about them?!" Ozpin demanded an answer from him.

 ** _"_** ** _Oh, Oz…"_** Goblin starts walking up to face Ozpin up closely. **_"You don't really think I haven't done my research about everything that exist in this world now, have you? I KNOW that these relics exist deep within each Huntsmen Academy, and when all four are collected, you have the power to change the world itself, though I doubt none of you can control the power. Hehe, I wonder how'd you prefer I take them. I can either wipe out the schools completely to find them, or I can simply teleport myself directly to their precise location. Which one do you all prefer?"_** He asked them with a huge grin, but all of them are too terrified to even get a word out to answer him. **_"Ahh, the third option, I see. You want me to wait until the Day of Reckoning to obtain them while you all beg for mercy while my forces attack this world and Earth? Brilliant! What an excellent suggestion! Glad I thought of it!"_** He said before he goes back to laugh again.

Glynda growled in place. "You sick, evil madman!"

 ** _"_** ** _Good? Evil? How shortsighted. Such primitive concepts mean nothing to me anymore! Besides, it's not like you four are any better now, are you? Especially you, Ozpin."_** Goblin said.

"What are you talking about?" Ozpin asked him.

 **BGM- Dragon Ball Super OST- Endless Training**

 ** _"_** ** _When I first traveled through dimensions thanks to Parker's little accident, I suffered and obtained various visions of this world's original timeline."_** Goblin started explaining.

"Visions?" Pyrrha asked.

 ** _"_** ** _Yes."_** Goblin answered her, as he starts walking around their stasis bubble with his hands cupped behind his back. **_"These visions included various events that were originally going to transpire if me and Parker didn't arrive before they all started. Events such as the Vytal Festival being manipulated, the Grimm and the White Fang invading and destroying Beacon, Cinder obtaining the rest of the Fall Maiden's power, potentially killing YOU, Ozpin, and most definitely killing YOU, Pyrrha!"_** He informed Pyrrha, which shocks her down to the core that she was going to die in the original timeline. **_"All of that only happened because you four waited too long to act, but most of the blame can be directed to Ozpin."_** He said, stopping in front of Ozpin's very angry looking face. **_"You like to think you're not like Salem, but you two are SO much more alike than you thought. Some of the original and this alternate timeline's events would've been prevented if you and Salem stopped sitting on your butts, thinking that your plans would automatically go smoothly for you. Foolish beings. It's never that easy. But that'll all change soon enough. My Oz formula will infect you all in time, so we can all usher in the new age together! Accept my gift, or be destroyed!"_** Goblin gave them a choice, using his powers to release Ozpin and the others from Ultron's stasis bubble.

 **BGM- Marvel vs. Capcom Infinite OST- Thanos Theme**

As soon as he lands on the ground, Ozpin, blinded by rage, dashes at Goblin, who simply stands there in place with a smile. Before Ozpin could attack Goblin in any shape or form, Ultron appears in front of the Professor, jabbing him in the chest with his hand, causing Ozpin to cough out blood in pain. The Headmaster lands on the ground, dazed and weak, and vulnerable to another one of Ultron's special attacks, as he finds himself surrounded by a blue ball of energy. **"Burn weak, lower-lifeform!"** Ultron said, which causes Ozpin to get really dizzy until he lands flat on the ground, unconscious.

"PROFESSOR!" Pyrrha shouted from the side.

"OZPIN!" Glynda shouted alongside Pyrrha, with all four of them running up to check up on the unconscious Professor.

 **"** **Don't worry, humans. Your Professor was only hit by my Encephalo-Ray. Plunging him to a coma that he probably won't wake up for another month or so."** Ultron informed them.

"What?!" Ironwood shouted while Goblin starts laughing.

 ** _"_** ** _You know, I just realized something. Me and Ozpin actually have a little in common as well. OS-born. OZ-pin. The names sound awfully similar to each other, don't you think? Heck, you could say I unintentionally named the Oz formula after him. The Oz-PIN formula, a recipe for disaster!"_** Goblin said as he burst out laughing. Laughing so hard that even when he and Ultron teleport out of the vault, his laugh could still be heard, echoing for a few more seconds before it, and the fire that covered the Aura-transfer machine, finally disappears.

 **BGM Ends**

"Ozpin! Ozpin!" Ironwood keeps shouting while shaking Ozpin's motionless body, but it comes to no prevail as he continues to remain in a coma.

"Now what do we do?" Glynda asked while looking down in the dumps.

The remaining Hunters in the vault look extremely depressed until they start to hear a rumble coming from above, getting louder and louder with every passing second. "What's going on? Is Goblin coming back?" Pyrrha asked while looking up to the ceiling above.

"Something tells me it's not Goblin." Qrow said while he too looks up to the ceiling.

The tremor from above gets louder and louder, until finally something burrows through the ceiling, leaving rubble and debris to fall to the ground below. And falling out from the ceiling are both Spider-Man and Akuma falling down to the vault below, with Spidey landing on his chest, groping in pain while Akuma safely lands on his own two feet.

"Peter! Akuma!" Pyrrha shouts out their names.

"Ow! Is there any reason why we couldn't take the elevator?" Spidey asked the demon fighter as he slowly gets up from the ground, clenching onto his stomach.

"Taking the elevator would've slowed us down immensely." Akuma answered him with his usual tone of voice, crossing his arms.

"So instead, you punched a giant hole through the ground that would take us 50 feet below the school." Spidey commented.

"It was good practice to test out the Kongou Kokuretsuzan." Akuma replied.

"Which could've also destroyed the entire school, you crazed maniac!" Spidey said, with Akuma only responding with his signature "Hmph."

"Peter!" Pyrrha runs and gives him a hug, catching him off-guard at her sudden appearance.

"Pyrrha?! What are you doing here?" Spidey asked her, letting go of her hug. He then turns to the other professors. "What are you all doing here? And why is Ozpin taking a nap on the floor?" He asked, pointing at the knocked-out Ozpin.

"He was put into a deep coma by your pal, Ultron." Qrow answered him.

"Wait a minute! ULTRON was here?!" Spidey shouted, surprised that the Cyborg was just here.

"And Goblin." Ironwood added.

"AND GOBLIN?!" Spidey asked while holding tightly onto his head, sounding even more surprised than before. "What were those megalomaniacs doing here?! Trying to change all of our grades to a F, because that's just as bad as turning people into goblins!"

"So, that was Goblin we just sensed." Akuma spoke up. "Strange. His power has completely changed from the time we fought him at his castle. It's almost like he's an entirely different person now." He said, while Peter runs up to check on Ozpin.

"Hold on! I think I know a way to save him!" Spidey told the other Professors.

"You do?" Glynda asked him.

"Of course." Peter replied, as he starts messing around with his Webware.

"What are you doing?" Ironwood asked the Webhead.

"I'm gonna do a thing that will surely wake up old Ozzy here. Trust me. It worked on Tony Stark once before, so this theoretically should work on Ozpin as well." Peter told him, setting his Webware's volume to the highest setting. "I recommend that you cover your ears for this." He warned his allies.

Even though they have no idea what he has planned, the Professors and Pyrrha take Peter's advice and cover their ears as best as they could. When that is said and done, Peter presses the holographic button on his Webware, and…, "RRRRRRAAAAAAAAAAAGGGGGGGGHHHHH!" A mighty, monstrous roar that's so loud that it can be heard for miles in the vault, immediately waking up Ozpin from his temporarily coma.

"Ah-ha! It worked!" Spidey said, happily.

Ozpin slowly gets up while pinching his nose. "Ozpin, are you alright?" Glynda calmly asked him, looking worried.

"I-I'm fine, except for almost going deaf for a second. What was that?" Ozpin asked.

"Oh, that was the Hulk. He's like that whenever he's hungry." Spidey answered him.

"Really? Can't imagine him when he's angry." Pyrrha wonders.

"You couldn't have done something else?" Ozpin asked the Web-slinger.

"Well, I do hear jokes are a good way of helping people out of their coma's." Spidey replied.

"Oh god no!" Everyone, except for Akuma, said in unison, not wanting to hear one of Peter's bad jokes.

"In any case, thank you Peter for saving my life. I appreciate it." Ozpin thanked Spidey.

"Uh-huh. Your welcome." Spidey said in rapid succession. "Now, I have a few questions that needs answering, such as: WHY IS THERE A HIDDEN VAULT UNDERNEATH THE SCHOOL?! WHY WAS GOBLIN HERE?! WHY DID THE SKY OUTSIDE SUDDENLY BECOME PURPLE?! WHAT IS THAT MACHINE OVER THERE THAT GOT BURNT?! WHO'S THE LADY THAT HAS LOST THEIR HEAD OVER THERE?! AND CAN SOMEONE STOP ME FROM SHOUTING TOO LOUD?!" Spidey shouted in rapid-fire succession before Pyrrha punches him in the back of the head.

"Your welcome." Pyrrha said with a smile on her face, implying that she enjoyed hitting him in the head.

"The boy is right." Akuma agreed with Spidey. "Something mysterious was going on here that got Goblin's attention, and it would seem that you four have a very clear idea what he was after. You four better start talking before I quickly lose my patience." Akuma slightly threatened the Professors.

The Professors all look at each other for a second, as they feel like they have no other choice, especially when it's coming from Akuma, who they can tell is a lot scarier than Salem just from his presence alone, so it's best not to piss him off any further. The Professors look back at Akuma and the other two kids standing beside him, with Qrow being the one to start talking.

"What's your favorite fairy tale?" Qrow asked Spidey and Akuma a random question.

"Is that a trick question, because that just came out of left field?" Spidey asked him.

Akuma, not in the mood for his games, grabs Qrow by the shirt. "Stop playing games with me and tell me what's going on!"

"Okay! Okay! We will!" Qrow frantically said, as Akuma lets him go from his shirt. "Man, you demons don't seem to know the meaning of fun, don't you?"

"Peter. Pyrrha. Gather the rest of your teammates. We have something that I believe all of you need to hear, now more than ever." Ozpin told the teens, with Pyrrha looking a bit worried while rubbing her left arm, looking over to Peter who seems a bit confused at the moment.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. What did you just say?! Goblin has the powers of the Maidens now?! Are you kidding me?!**

 **Madame Web: It gets worse. Because of Goblin's own corrupted and Demonic power, combined with the powers of the Maidens and the ISO-8 injected in his body, reality is slowly starting to approach the brink of destruction from just his presence alone.**

 **Spider-Man: Oh, why did you have to say that?!**

 **Madame Web: The only way to, at the very least, delay this reality storm is with the help of the ISO-8.**

 **Spider-Man: Oh yeah? And where can we get some when we're short on time and have no idea where Goblin is at right now?!**

 **Madame Web: I might have a solution.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Beacon of Hope_**

 **Akuma: Hmph. So it's you.**

* * *

 **KFX here: Yup. Goblin was able to absorb the powers of the Maidens because the rules that only a woman could attain them only applies to those of Remnant, not from other dimensions. Things are starting to become really bleak, but don't worry. Soon, things will get much easier for the heroes. Just you wait and see.**


	65. Vol 3 Issue 8: Beacon of Hope

_Vol 3 Issue 8: Beacon of Hope_

 **Ozpin's Tower**

It's currently the evening over at Beacon. Nothing major is happening in the world since the mysterious natural disasters have subdued, at least for now, but something pretty interesting is happening over at Ozpin's office. As instructed by their headmaster, Peter and Pyrrha gathered the rest of their teammates and brought them over to Ozpin's office, where he, Glynda, Ironwood, and Qrow have just finished explaining the story of the Maidens to the kids and Akuma, who is silently leaning next to one of the columns in the office, crossed armed.

Qrow take a swig from his flask as he and the other Professors stand next to Ozpin's desk, where the headmaster is currently sitting on his chair. "Really? No questions?" Qrow asked the kids.

"Nope." Peter casually answered him before getting punched in the head by Weiss. "Ow!"

"Of course we have questions!" Weiss angrily said before looking down on the floor with sorrow. "This is just…a lot to take in."

Qrow sighed. "Sure, of course."

"So these…Maidens…" Ruby spoke up, looking a bit down on herself. "They're powerful fighters that don't need Dust to use magic." She said.

"Yeah." Ironwood answered her.

"And there are four of them?" Nora asked the Secret Defenders.

"Yup. Always." Glynda answered her.

"Which means that, whenever one of them dies, the power transfers to someone - a female - that they cared about?" Blake asked the adults.

"Whoever was in their thoughts last. Important distinction. Best option is someone we can trust. Regardless, their souls become combined, in a way." Qrow replied to the Faunus.

"So kind of like this idiot with his Other." Yang points to Peter, referring to the boy's position as a Spider-Totem of the multiverse.

"Hey!" Peter shouted, clearly not liking that joke, which causes Yang to smirk.

"And that's what you were going to do to Pyrrha. You were going to turn her into one of them." Jaune said while standing next to Pyrrha, who looks a little sadden by that comment.

"The previous Fall Maiden, Amber, had been attacked." Ozpin finally spoke up to answer the boy's question. "She was young, inexperienced. And her assailant, who we now know is Cinder, somehow managed to steal some of her power, but not all of it. We were afraid that if we didn't do something, the rest would go to her as well." He explained.

"So you were going to force it on Pyrrha." Jaune said, sounding a bit angry.

"Jaune! Listen! They weren't forcing me to do anything!" Pyrrha said to calm him down. "They explained the situation and gave me a choice, which I chose." She said, which caused Jaune to sigh.

"Well, it doesn't really matter now." Ren spoke up, crossed armed. "Now, Goblin has the power of all four Maidens within him, making him a lot more dangerous than he already was."

"You just got to love how these stupid and convoluted rules don't extend to beings from other dimensions." Peter joked to ease the tension in the air.

Ozpin sadly sighed from that comment. "If only we knew there were power-obsessed geniuses like Osborn in other dimensions, then we would've found better ways to lock up the relics, since each are locked inside a chamber in each school that can only be opened by a specific Maidens."

"Just what are these relics you keep talking about, old man?" Akuma asked Ozpin from the side while continuing to lean next to a column.

"I can answer that for you, Oz, if you don't mind." Qrow said to Ozpin, who replies with a nod, prompting Qrow to look at his audience as he starts to explain the story to them. "Long ago, there were two brothers. The older sibling, the god of light, found joy in creating forces of life. Meanwhile, the younger brother, the god of darkness, spent his time creating forces of destruction. As you can imagine, they both had pretty different ideas about how things should go."

"Why? Was one of their pizzas deep-dish?" Peter interrupted the story with that question.

"What?!" Ironwood and the other Professors was a bit taken back from that random question. "No!" The General replied to the boy before turning his attention to Qrow. "Continue, Qrow."

Qrow nodded as he continues the story about the brothers. "The older one would spend his days creating water, plants, wildlife. And at night, his brother would wake to see all the things that the elder had made and become disgusted. To counteract his brother's creations, the god of darkness brought drought, fire, famine, all he could do to rid Remnant of life. Life always returned. So one night, the younger brother went and made something - something that shared his innate desire to destroy anything and everything."

"Cats?" Peter joked before getting punched in the back of the head by Blake, who took offense to that comment.

"The creatures of Grimm." Ruby answered correctly.

"You guessed it." Qrow told her. "The older brother finally had enough. Knowing that their feud couldn't last like this forever, he proposed that they make one final creation... together, something that they could both be proud of, their masterpiece."

"Pizza with Stuffed Crust?" Peter randomly said in the middle of Qrow's story, which prompts everyone, even Akuma, to look at him strangely. There was silence for a few seconds before the students of Beacon in the room started to laugh uncontrollably from that random, yet highly hilarious joke made by Peter. Even Qrow couldn't help but find that funny, as he starts to laugh as well as accidentally drop his flask to the ground.

"Peter…" Ironwood said in a disappointed and angrily tone of voice.

"Come on. Hear me out. From my experience as a superhero over the years, I've learned that no matter who you are in the universe, no matter if you're an evil god or not, NOBODY can deny such a magnificent and well-craft pizza." Peter argued.

"Peter. That is retarded." Glynda retorted, angrily.

"STUFFED CRUST, GLYNDA!" Peter immediately retorted. "You can eat it in reverse." He said, trying to make it sound very convincing.

"I-I can't even believe we're having this conversation." Glynda said, absolutely astonished that they went from talking about gods to pizzas.

"Me neither." Peter said, while the rest of the students are still laughing uncontrollably.

"Alright! Settle down, everyone!" Ozpin said with a short chuckle, as he too found that joke a little funny. As everyone slowly stops laughing, Ozpin looks to Qrow, who has also finished laughing. "Care to finish the story, Qrow?" He asked his colleague.

"Okay…okay…" Qrow said while trying to regain his breath from all the laughter. "Okay, where was I? Oh yeah!" He said, sounding more serious now. "So, the younger brother agreed that this last great creation would be given the power to both create and destroy. It would be given the gift of knowledge, so that it could learn about itself and the world around it. And most importantly, it would be given the power to choose, to have free will to take everything it had learned and decide which path to follow - the path of light or the path of darkness. And that is how Humanity came to be."

"But…what does that have to do with us and the relics?" Yang asked her uncle.

"Well, that's the kicker." Qrow said. "See, the four gifts to mankind - knowledge, creation, destruction and choice - aren't just metaphorical. Each of them exists in a physical form, left behind by the gods before they abandoned Remnant, and each of them is extraordinarily powerful. If someone were to collect all four, they'd be able to change the world. That's exactly what the enemy wants." He said.

"They're kind of like those 'Chaos Emeralds' you told us before, Peter." Ozpin said to the hero, recalling when the two first met and how Peter gave him and Glynda a brief summary of his recent, dimensional adventure with Sonic the Hedgehog.

"Chaos Emeralds?" Ironwood asked Ozpin, as this is the first time he's heard of these gems.

"Oh, just seven mystical artifacts that I've used not too long ago that when gathered can warp all of time and space, effectively putting the fate of the entire universe in jeopardy, possibly two." Peter explained in casual fashion.

Both Ironwood and Qrow look at Peter speechless with an open jaw, blinking a few times as they can't even comprehend that not only are potentially more dangerous than their own powerful relics, but that Peter himself used them before and acting like it's no big deal.

"Yeah. It was quite a shock when I heard about that too." Glynda said to the two, highly shocked Professors.

"Anyways, back to the topic at hand, the Huntsman Academies were created to train generations of Humanity's protectors, but they also serve another purpose - guarding the Relics." Ozpin said, continuing the story from where Qrow stopped. "When my predecessor founded the schools, he built them around the Relics to act as a fortress. Not only would they be easier to defend, but they would constantly be surrounded by trained warriors. The hope was that hiding them would keep mankind from using them against itself... and, of course, keeping them out of _her_ and Goblin's reach." He finished explaining the long, and unnecessarily drawn out story of the brothers and relics.

"So, uh, yeah, there's that." Qrow said.

"Her. You mean Salem?" Ruby spoke up with a question.

Peter scoffed. "You mean the wannabe Dr. Doom rip-off? I'm sorry, but out of all the crazed super-villains I've faced over the years, this 'Salem' person doesn't really stand out from the rest." He said to everyone.

"What makes you say that?" Ironwood asked, crossing his arms.

"I'm guessing she's your typical 'I want to take over the world using power that I don't know much about and would SURELY destroy me in the end because I was an idiot' type of villain." Peter said, referencing almost every villain in his world that think they are top dog and could control unimaginable power when in reality, they could not. "That, and I'm guessing she's pretty ugly too."

Qrow chuckled. "You definitely got that right, kid."

"Well frankly, it doesn't matter what kind of person Salem is." Ozpin said. "What matters right now that she AND Goblin wants the Relics, and if either of them gets them, it's not going to end well."

"Hmph. Which makes me wonder why didn't you just simply DESTROY these worthless trinkets?" Akuma asked from the side, getting everyone's attention. He looks over to the Professors, "If these relics are truly dangerous, why not destroy them when you had the chance? You would save a lot of wasted time and energy, while also simultaneously ruining the witch's plan."

Everyone in the room turned silent from Akuma's suggestion. A suggestion that oddly does make a lot of sense when you think about it. "It's…not that simple, Akuma." Ozpin replied after like a minute of silence, staring down at his desk with a sad face.

"Oh? Not that simple, eh? Don't feed me that nonsense, old man!" Akuma shouted angrily, unfolding his arms. "If you all keep thinking like this, then it was only a matter of time until your world would fall to chaos! You call yourselves the 'Protectors of the World,' and yet it's YOU that's leading it to its own destruction!" He said, causing the Professors to all grunt in pain from his comment, as he sadly does have a point in all of this.

"Okay! Okay! Break it up, everyone!" Peter said to calm everyone down from this sudden spike in tension. "Man, and I thought the arguments the AVENGERS tend to have were tense." He said, getting a "Hmpf" from Akuma as he folds back his arms together. "Look. How about this? Assuming I managed to go back to my dimension in like a week's time, how about you lend the relics to my pal, Dr. Strange?" He asked the Professors. "He can help guard the relics at his Sanctum Sanctorum, where he has HUNDREDS of other powerful relics that he already has at that place. And, uh, not for nothing, but I'm sure he can do a much better job at guarding these rocks than you can." He said, angering the professors in front of him.

"Thanks. We REALLY needed that." Qrow said sarcastically with an angry face.

"And even if we agreed to those terms, we can't. The only way to gain access to the relics are with the Maidens. And since Goblin has all their power, only HE can open up the chambers that guards them." Ozpin informed Peter.

"Dude! Do you even KNOW Dr. Strange?" Peter asked, even though the answer is very obvious. "He's the Sorcerer Supreme! The Master of the Mystic Arts! He's like all four Maidens wrapped in his mustache! He knows THOUSANDS of spells that can open just about anything! Like a sacred vault! A treasure chest! The doors to my house! Boy was that helpful that one time." He said to the Professors, which makes them a little more convinced.

Ozpin chuckled from that last comment. "Alright. We'll see once we talk to him first."

"Cool."

" _Assuming_ that we can go to your dimension in time, that is." Weiss said.

 _'_ _Which I'm afraid will be a lot more difficult now.'_ A familiar voice speaks into everyone's mind, surprising everyone, even Akuma.

"I've experienced this before. No Spider-Sense. No danger. So it must be…" Before Peter could finish his sentence, Madame Web appears right beside Ozpin's desk in her chair. "Madame Web." Peter finished. "You don't surprise me anymore. This time, I knew it was you." He said, crossed armed.

"I see nothing clever in that, Peter. You've ALWAYS been AWFULLY good at deducing things that were PATHETICALLY obvious." Madame Web mocked Peter, getting a laugh from his friends nearby, making Peter a bit ticked off.

"Gee. Thanks." He said, clearly not a fan of that insult. "Don't tell me you teleported all this way just to insult little ol' me?"

"No." She replied, earning an angry groan from Peter.

"You." Akuma spoke up, getting Madame Web's attention. "I remember you. You were the one who delved inside my mind before. Back when I was Oni. Tell me, why are you here?" He asked the old mystic.

"Well, when it doesn't involve making fun of Peter, she's usually here to tell us some bad news that could threaten our entire existence as a whole." Yang answered for him before turning back to Madame Web. "So MW, tell us about more about our misfortune?" She asked the old lady in the chair.

"I'm afraid that the news I'm about to share with you all will be most disturbing." MW replied to the blonde.

"What can be worse than everyone in the multiverse turning into goblins?" Jaune asked her.

 **BGM-Dragon Ball Super OST- Endless Training**

"This…" Madame Web projects a mystical hologram of their entire universe, where they see small ripples flowing out of the planet Remnant, spreading all across the universe.

"Ripples?" Blake asked with a confused look on her face.

"Keep looking." Madame Web instructed her. As the waves flow out farther and farther out in space, they come in contact with a couple of asteroids that are floating in space, disintegrating them instantly. This gets a complete shock from the heroes that are currently in Ozpin's office. As they continue to observe the universe, they see other planets suffering from natural disasters like global warming, erupting volcanoes, and some planets just evaporate entirely from the shockwaves coming out from Remnant.

"W-What's going on?!" Ironwood shouted, looking worried and scared.

"The shockwaves that are originating from Remnant are getting more and more powerful the further away they are from the origin point, causing catastrophic disasters in this entire universe, and soon, it will affect the rest of reality itself, ending all life as we know it." Madame Web informed them, which surprises them even further than they already are.

"How?!" Ruby urgently asked.

"Goblin." MW simply answered her. "When Goblin absorbed the power of all four Maidens into himself, he has effectively upset the natural balance of this world, since no man should ever obtain their power, much less have all four. And with Osborn's corrupted and Demonic power, not to mention the ISO-8 he has injected himself with, he has fully corrupted the power of the Maidens within, unintentionally sending out ripples of mass destruction throughout time and space."

"WHAT DID YOU SAY?!" Glynda shouted, upon hearing that dire news.

"Oh no." Ozpin said to himself, lowering his head to his desktop.

"What about the Master Weaver?! Surely he could do something to stop this!" Pyrrha suggested in urgency.

"He is. He's doing everything he can to slow down this 'Reality Storm' using the Great Web, but I fear even HE has his limits, and won't be able to keep it up forever." Madame Web informed them, causing them to worry more and more with every bad news they hear.

 **BGM Ends**

"No!" Ruby shouts.

"How much time do we have before it's all over?" Ironwood asked MW, trying to remain as calm as possible.

"It's hard to say…" Madame Web replied, putting a hand on her chin while she thinks. "Hours, rather than days. The Master Weaver is doing all he can to suppress this calamity as much as he can. Which also means, unfortunately, that you WON'T be able to travel back to Earth since he's using the full power of the Great Web itself. And until Goblin is defeated, I'm afraid you are all stuck here." She said, shocking everyone, mostly Peter, down to the core.

"Thanks for telling us our _great_ misfortunate, lady." Qrow sarcastically said to her. "Any more news that you like to share with us?"

"Hmmm…" Madame Web thinks to herself for a second. "I believe there is a way to, at the very least, slow down the progress of this Reality Storm." She said, getting everyone's attention.

"There is?" Weiss asked.

Cassandra nodded. "The ISO-8. More specifically, the Reactive Healthy ISO-8." She shows them a blue ISO-8 ore hologram with her magic. "If I can get a hold of this and give it to the Master Weaver, he can use its powers to increase the power of the Great Web. That should help slow down this catastrophe, for a little while." He enlightened to them.

"But besides Earth, the only source of any of the ISO-8 is with Goblin, and we have no idea where he is ever since we destroyed his castle." Glynda told her.

"Don't worry about that. I have a plan." Madame Web said.

"You do?" Yang asked her.

"Indeed. But to perform this task, I'm gonna need the help of Akuma and Akuma alone." She said, which surprises everyone that out of all of them, Akuma is the one she needs.

"AKUMA!" Everyone in the room shouted in unison.

Even Akuma himself is a bit surprised by this. "Me? Why?" He asked from the sidelines.

"I'll explain it to you shortly. Meet me at the roof of the dorms in 10 minutes." Madame Web said to him.

"Hmph. Whatever." Akuma agreed to her terms before closing his eyes while still leaning next to the columns.

"What about us?" Ruby asked the old mystic.

"For now, just rest. I'll contact you all after this mission has been completed." MW replied to the little girl.

"Okay." Ruby replied with a sad voice, as she wants to do something to help out but knows that there's no other choice.

"I'll meet with you all later. Good-bye for now." And with that, Madame Web disappeared from the office room, leaving everyone there still worried and frightened, mostly Peter, but he's more angry than worried right now.

"Goblin…Osborn…" Peter silently said to himself, unconsciously using a bit of his Great Weaver and Other aura combined, as his irises turn blazing red like Yang's, with his black pupils becoming slitted like when he's in Other mode. He turns around and slowly start leaving the room for the elevator.

"Peter, where are you…" Blake stopped talking as he turns around and they all see his changed eyes and stern expression, making them all speechless and a bit afraid.

"I'll be in the lab, so I advise everyone not to disturb me." He said, as he turns around and continues walking for the elevator.

"Wait, Peter." Ozpin speaks up, prompting Peter to stop walking in his tracks and look back at him with those same eyes. "Before you go, I have a question: Have you, by any chance, suffered any visions while you were here in Remnant?" He asked Peter that question. "Osborn told us that when he was traveling dimensions, he received visions of our world's original timeline. Have you suffered anything like that?"

"Kind of." Peter answered with a serious tone. "When I first arrived at Beacon, I had dreams. Nightmares actually. About the whole city being on fire and some dark version of Goblin." He said, prompting the Professors to look a little worried when he said, which Akuma took note of. He then puts his hand on his face. "I don't really know what all of that meant. It's been months since I had those dreams, so I don't exactly remember much of them."

"It's okay. Just wanted to make sure you aren't suffering from any repercussions." Ozpin said.

"Yeah." Peter said, as his eyes turn back to normal. "Well, I'm gone. Bye." He said, entering the elevator and leaving everyone else in the office without him. Ozpin sighed, as his suspicions seem to be true from he heard.

"You're still hiding something, aren't you, old man? Something from the boy?" Akuma asked him out of the blue, catching the attention of everyone that is left in the room. Akuma turns to Ozpin. "Spill it out." He commanded him to do.

"What are you talking about?" Weiss asked the demon.

Ozpin sighed again, as he feels that he should at least tell them now that Peter isn't here to hear. "It would appear the visions that Peter were receiving weren't just random nightmares, but actually visions of the future. Our timeline's future." He told his students.

"What are you talking about?" Jaune asked, which gets Pyrrha a little worried as she already knows what's going on.

"Not too long ago, Madame Web showed us a quick glimpse of the future, a future where Goblin has pretty much won and the entire world is in chaos. And in the end, we find out that Peter dies by his hand." Qrow carefully informed the rest of students, and just as he expected, all of them, save Pyrrha, are completely shocked and disturbed by this sudden revelation.

"P-Peter…" Ruby stutters, still in shock.

"Dies." Jaune finished for her, in shock as well.

Yang growled from hearing about this, as her eyes turn red from this. "Does Peter even know about this?! That he might die?!" She shouted at the adults.

"No, and we intend to keep it that way." Ironwood told her.

"Why?! Shouldn't Peter have the right to know about this?! About his own DEATH?!" Blake angrily asked them.

"And give him even more things to worry about than he already is?!" Qrow asked them, which gets all of them to shut up. "The kid already blames himself for just about everything that's happening right now! The war! The death of the Maidens! All of reality starting to crumble! He already has enough on his mind! Telling him that he might fail and die at the end might end him sooner rather than later! He may have the powers of a god, but he's still a kid, and we can't bear to see him suffer more than he already is!"

"So instead, you rather we keep this to ourselves while one of our friends are left in the dark about his own DEATH?!" Yang asked, still looking really angry at her uncle.

"It's for his own safety. We're trying to help let go some of the burden he's carrying for all of us. Just try to understand." Glynda calmly said, but still feeling very guilty.

Yang, still not looking convinced, wants to retort, but Ruby stops her by putting her hand on her shoulder. "Yang…" She calmly said to her older sister, looking at her in the eyes to tell her to understand and that they kind of have a point. Yang sighed with a sad face, as her eyes turn back to its normal color.

"I know it hurts to lie and keep secrets from your friend, but it's for his own safety. Just please, try to understand we're trying to protect him." Ozpin said to Yang.

"Yeah…I guess this is how Peter feels when he has to lie about his secret identity from his friends and family. Just wished it wasn't this intense." Yang said, still feeling glum.

"Let's get some rest. Hopefully, Madame Web and Akuma can find some of the ISO-8 before things get any worse." Weiss said to comfort her.

"Right. You got that, Akuma?" Ruby asked as they all turn around to see that Akuma has mysteriously vanished. "Where did he go? He was just here a second ago." The little girl asked while looking around.

"Let's not worry about him for now. Get some rest everyone. We'll call you when something comes up." Ozpin instructs them to do, and with a single nod, the students slowly leave his office, still disturbed and sadden that their friend, the one they've all grown accustomed to and grown to like ever since they first met, might die soon if they don't do something about it.

* * *

 **Peter's lab**

Peter, now more desperate than ever, continues to work on trying to find ways to cure those infected with the ISO-Oz formula without the use of the ISO-8, but each attempt fails just like the last, either that it explodes in his face or the serum does absolutely nothing to the formula, making him angrier and angrier.

"C'mon! C'mon! There has to be SOMETHING that could neutralize the effects of this formula without the ISO-8!" Peter frantically asked while using a microscope to search the Goblin's mutated blood to find anything that he might have missed that might help him to create a cure. While doing that, he gets a call from his Webware and finds out it's from Yang. Peter growled. "Didn't I told them not to bother me when I'm working?! I don't have time for this!" He asked, angrily declining the call before turning back to his microscope, but still find nothing that might help him find a cure, as he knows that the only component he needs left is the ISO-8, but he has none. Nothing that powerful is within his grasp to use, and he's not sure that whatever Madame Web has planned would even work. Peter again growled, madder than ever before. "All those tests and NOTHING!" He slams his fists hard on his desk, almost breaking it in two.

He stands up from his chair and rubs the sweat from his head, slowly calming himself down. "I need some air." He said, using his Aura Costume Change ability to instantly changing into his Spider-Man costume and jumps to a window. As he looks around to make sure no one is watching him, Peter swings off to the nightly skies of Vale, not noticing that Yang was standing not far from his position, reaching out to him before he left, but sees that he's long gone already. She then sadly walks back to her dorm, where Akuma watches her sadly stroll away from the roof of the dorms, giving off his signature grunt while crossing his arms.

Without turning around, the demon feels something close to the back of his head. "If you value your life, I advise you put down that sword, or else." He threatened the mysterious person behind his back, hearing the sound of a sword being sheathed.

"You're as good as ever, I see. I guess there's a reason why they call you the Master of the Fist." The female voice from behind him says.

"Who are you?" Akuma asked as he turns around to meet a mysterious woman in red and black, while also wearing a mask that covers her entire face.

"My name is Raven. We've actually met once before. Don't you remember?" Raven asked the demon fighter.

"Hmmm. Something about you does seem _vaguely_ familiar." Akuma said while rubbing his chin. "I believe my other half fought you once, before you left, like the weakling you are." He said, crossing his arms, vaguely remember how his other half, Oni, fought Raven a few days ago.

"Well, if I did stay, I've would've surely won that fight." Raven said while slowly walking around Akuma.

"Hmph. Keep telling yourself that. But enough of that. Why are you here?" Akuma asked her.

Raven walks back in front of the demon incarnate. "I'm here to help you out with your mission." She informed him.

"So, the old mystic brought you here to help me out. Why? You don't look like the one to help out of the goodness of your heart." Akuma asked her, wondering what's her angle is on all of this.

"Goblin killed half of my tribe. Hurt my family. He needs to be stopped. That, and I'm not a big fan of our reality about to be destroyed in any minute." Raven answered him.

"Whatever." Akuma simply said. He then turns around to see Madame Web teleporting right beside them.

"Ah, I see that the two of you are ready. Shall we begin?" Madame Web asked them.

"Let's get this over with. So tell me why I am so important for this mission?" Akuma asked the old mystic.

"With my powers, I can access the deepest part of your memories, or more specifically Oni's memories." Madame Web started to explain his importance for this mission. "Since Oni was a high-ranking soldier working for Goblin, he must know the places where he stored the ISO-8. If I can access his memories, I can use my connection to the Great Web and transfer some of its power to you, Raven, so that way you can teleport yourself and Akuma wherever it is, in any dimension. At least this way, we won't damage reality any further than it is without using the Great Web while it's currently being occupied."

"Alright, we understand. So let's hurry this up. I'm getting bored." Raven said.

MW nodded. "Right." She turns to Akuma. "Are you ready?" She asked the demon, who replies with a small growl, which is really his own way of saying "Yes." "Alright, let's begin." Madame Web then starts using her powers to search deep within Akuma's mind to find the memories of Oni and the location of Goblin's ISO-8. After a few seconds of searching, she managed to find the location of where Goblin is keeping them. "Alright. Found it." She turns to Raven, who nods as she knows what to do next. MW transfers some of the Great Web's power into her and using her sword, slices open a red hole in time and space right next to her.

"This is it." Raven said while staring at the portal she created.

"Remember: Your only goal is to find the ISO-8. Nothing else matters. Once that's done, get yourselves back here immediately. I'll try my best to help out as well, and just in case things get messy, I'll quickly teleport you all back to safety by keeping this portal open in a small pocket dimension. Now then, good luck." And with those words from Madame Web, Akuma and Raven walk through the portal, into a world unknown to them.

* * *

 **BGM- Sonic Heroes- Mystic Mansion**

In another dimension, where the sky is practically pitch-black for miles to come, Akuma and Raven arrive somewhere on some massive battleship that's surrounded by a giant force field.

"Where are we?" Akuma asked while looking around his surroundings.

"I don't know. Outside looks pitch dark that could go on forever." Raven replied as she carefully walks around, gripping onto her sword just in case of any danger.

 _'_ _This, my friends, is called the Negative Zone.'_ Madame Web said in their minds.

"The Negative Zone?" Raven asked the telepath.

 _'_ _Yes. A dimension that is entirely composed of anti-matter, and also a place where time itself passes at a different rate than you are used to. For instance, while a single day passes in your universe, almost an ENTIRE year passes in the Negative Zone, and while a single day passes in this Zone, about 30 seconds go by in your universe.'_ MW informed them.

"God…If that's the case, then how long was Goblin here?" Raven asked her.

"I think this should answer your question." Akuma said while standing on the edge from his spot, looking at something.

Raven walks to Akuma to find out what he's talking about, and when she stands next to him, she finds something very terrifying, which says a lot when it's coming from her. "Holy…" She stares at far away to find out that not only the two of them are standing somewhere in the middle of a deathly mega battleship filled with high tech weaponry, she also sees a giant armada composed of small Hellcarriers surrounding this mega battleship, each of them having a force field that protects anyone from the harsh environment of the Negative Zone.

"My god…" Raven said, almost speechless, probably for the first time in her life. "There are hundreds upon hundreds of these ships all over this place.

"And judging from this one's size, we appear to be standing on top of the main flagship." Akuma added, while looking down at all the cannons and numerous small facilities at this place.

"It's like we're in the middle of a floating city. Just how LONG has Goblin been here?" Raven asked, still looking at awe at what she's seeing.

 _'_ _Too long, and we're running out of time. You need to find the ISO-8 NOW.'_ Madame Web urged the two of them. _'Hurry! I can direct you two to where the ISO-8 is precisely located in this ship! I will also use my powers to turn you completely invisible so you won't get spotted by our enemies!'_

"Got it! Let's go Akuma!" Raven urged Akuma, and with a simple nod, the two of them jump from their spot of the ship and fall down farther below the ship, frantically searching for the ISO-8 located in this floating metropolis.

* * *

The two warriors searched for what feels like an hour in this gigantic flagship, following Madame Web's instructions to where the ISO-8 is at. Thankfully with MW's power's, they don't have to worry about any of the Goblin Goons or the robots noticing them, not even the security cameras can find them either.

 **BGM Ends**

After running around like madmen for an hour, the two find themselves in front of a huge, locked down vault. "This must be it." Raven said, creating a portal to teleport herself and Akuma to the inside of the vault, where they stumble upon hundreds of crates that appear to be housing something very valuable.

"Is this the place?" Akuma asked while looking around his surroundings.

Raven walks over to the nearest crate that's close to her, and slowly opens it up, where she finds a BUNCH of different colored and shaped ISO-8 stored in it. "I think I've found it." She said to Akuma, looking through the huge stash of ISO-8 to find the blue Reactive Healthy ISO-8 somewhere deep inside. "Got it!" She said, with Akuma standing right next to her.

"Good, then let's-!" Akuma is interrupted, as both he and Raven are blasted through the wall of the vault, finding themselves in a metal platform right next to where they got blasted through.

"Well, well. Look who I found snooping through our vault?" Asked by the goblin-controlled God of Mischief, Loki, walking up towards the two Anti-Heroes, using a spell to dispel their invisibility. He is then joined by the ruler of the Negative Zone, the five-foot-tall, green insect named Annihilus, while holding onto the Cosmic Control Rod, a weapon that manipulates matter and energy, and the very thing that keeps Annihilus alive.

"Hehehehe. You think I didn't sense that someone was here, especially with the use of magic?" Loki said with a chuckle. "I don't know how you mortals managed to find us here in the Negative Zone, right in the middle of the magnificent Neo-Oz carrier, but I'll assure you, you won't be leaving this place alive." Loki threatened the two of them as they stand up.

"We'll see about that, God of Mischief." Akuma said, getting into battle formation.

"Oh Akuma, if only you stayed loyal to our King, then you and your friend wouldn't have to go through the torture that you're about to receive." Loki said to the demon.

"I would rather DIE than continue playing as Goblin's pawn." Akuma said, annoyed.

"Yeah, yeah. Whatever." Loki said, not taking him seriously. He then turns to Annihilus. "Annihilus! If you want to avoid another beating from the King, go and destroy the traitor while I handle the one with the ISO-8!"

 _"_ _Hehehehe! Of course, Loki! I look forward to killing this little bug!"_ Annihilus said with a laugh.

 **BGM-Street Fighter III 3rd Strike OST-Killing Moon (Akuma)**

"Hmph. Have you looked in a mirror lately? It doesn't matter. I'm going to squash you like the insect you are. Prepare to feel my wrath!" Akuma shouted.

Akuma and Annihilus both fire off their respective energy blast at each other, with the force from that explosion knocking Akuma away, while skidding on the ground. By the time he looks up, he sees the cosmic bug coming right at him with a fist, but Akuma easily dodges it. "I can tell you never had any formal training before, so you have to rely on that small toy of yours in combat. Primitive. You're just about as pathetic as everyone else that doesn't rely on their fist." He taunted the big bug of the Negative Zone.

 _"_ _How dare you insult me?! I'm the Lord of the Negative Zone! You are in my domain, human, where I have the home field advantage!"_ Annihilus boasted, shooting out multiple energy blasts from his rod at Akuma, who performs a couple of back handsprings to avoid the shots. He jumps high into the air and performs his Tenma Gou Zankuu, a barrage of purple-colored Hadokens, right at Annihilus, with the bug flying through the barrage and smack himself to Akuma, causing him to fall back to the ground. _"Ahahahaha! I warned you that you shouldn't have messed with me! Now, to finish you off!"_ Annihilus proclaimed, as he prepares another energy blast from his Cosmic Rod, only to learn that it's gone. _"What?! The Rod! Where is it?!"_ He shouted until he realized where the rod might be at.

He nerviously looks down to the platform to see Akuma holding it in his hands, who managed to grab it when Annihilus smacked him in mid-air. _"NO! Give it back! I command you!"_ He shouted, flying at full speed at Akuma, only for the demon to grunt and destroy the rod with his fists. _"NOOOOO! What have you done?! The Cosmic Control Rod was the only thing that has kept me alive for all these years! How could you?!"_ He shouted angrily at Akuma, who doesn't seem to care at all.

"It's like I told you. You derive your strength from toys while I have perfected the way of the fist. In the end, you have killed yourself. You have no one to blame but yourself, insect. Now prepared to be erased!" Akuma shouted, turning away from his opponent before delivering a high roundhouse kick that sends Annihilus several feet into the air, following up with an extremely powerful Tatsumaki Zankukyaku that envelops him in a whirlwind. As he hits his opponent, a giant red kanji of "heaven" (天, ten) appears in the background, acting as a sort of "wall." "The other realm awaits." He said, flying through him with the Tatsumaki Zankukyaku, shattering the kanji and sending the ruler of the Negative Zone down to the deepest depths of his own dimension, with the sounds of his screams getting quieter and quieter. Akuma lands right back on the platform, crossing his arms. "Pathetic bug. The Spider is more of a challenge than you, so-called ruler. Hmph." He said before he walks away from the edge of the platform.

 **BGM Ends**

* * *

Back with Raven, she's currently fighting against the god, Loki, who is using his scepter to counter her sword swings. He then shoots out a powerful energy blast from the tip of his staff, knocking back Raven away a few feet from the Asgardian god.

 _"_ _I'm impressed. For the God of Mischief, he certainly can put up a good fight. I might actually be in trouble here."_ Raven said to herself in her thoughts. She takes a look at the ISO-8 she's holding in her hand. _"Alright. Looks like I have no other choice. Let's see what this rock can do."_ She thought to herself. Raven absorbs the power from the blue ISO-8, surrounding herself in a thin, blue aura. She then swirls her sword around for a bit, and with a mighty yell, unleashes a powerful energy slash from her sword and right at Loki, which was strong enough to knock him to a nearby wall, sticking him there.

"Amazing…" Raven said in awe. "So this is the power of the ISO-8. Such incredible power. I can probably rule an entire kingdom with just one of these." She said to herself before noticing Loki falling down from the wall, looking a little peeved.

"You'll pay for that, you simple-minded buffoon." Loki said in anger.

"Then come and try your best, Loki." Raven said, rushing at Loki to continue the fight, only to be interrupted by the surprise, and terrifying appearance of the Syn Goblin King, blocking her sword stab with just his chest.

 **BGM-Dragon Ball Xenoverse 2 OST- Time Rift Stage**

 ** _"_** ** _Well, well. What is it that we have here? A couple of ants snooping in my business as usual, I see, while also trying to go off with my ISO-8?"_** Goblin asked with a wicked smile on his face. ** _"Oh no. We can't have that. That would be bothersome now, would it?"_** He asked, shooting out an energy blast from his hand and at Raven, knocking her away while the blast also destroys the ISO-8 she had in hand.

"Damn it! The ISO-8!" Raven said while Goblin laughs at her failure. She then notices Akuma running back to her.

"Goblin!" Akuma shouted at his arch enemy.

 ** _"_** ** _Akuma, is that you? It felt like forever since we last met. Well, it would make sense. I have been in this dimension for about six months. Maybe longer. I don't know. Keeping track of time of both here and on Remnant is quite confusing."_** Goblin said with a grin.

"Great. So now we know how long he's been cooped up in this place." Raven said while standing up from the ground.

"Correct. And during his time here, his power has evolved immeasurably. This could be trouble." Akuma said, as even HE thinks he might not be able to take down Goblin so easily.

Goblin starts sniffing the air, as he senses something very familiar. **_"Oh. What's this I smell? Something about that woman smells awfully familiar. I can smell that you've been hanging out with the Spider, but there's something else about her that reminds of another brat."_** He said.

 _'_ _Akuma! Raven! Can you hear me?'_ Madame Web started talking to them in their thoughts. _'Keep Goblin distracted for just a little while longer while create a portal to teleport you all out of there!'_

 _"_ _What about the ISO-8?"_ Raven asked her with her mind.

 _'_ _Don't worry about that! Just do what I say!'_ MW tasked them to do.

"Alright! You ready?" Raven turned and asked Akuma.

"Ready." He replied, instantly transforming into his Shin Akuma form. He dashes over to the Syn Goblin with a mighty right punch, which Goblin effortlessly grabs with his hand. With his guard down, Goblin delivers a gruesome punch to his gut before slamming him to the ground, causing Akuma to drop out of his Shin form and into unconsciousness.

He then sees Raven coming right at him with her sword in hand. To retaliate, Goblin uses his immense power of the ISO-OZ formula to freeze time, freezing everyone but himself in place. He collides his fist with Raven's mask, knocking herself to the floor in pain as time resumes itself. After taking a mighty blow from Goblin's attack, her mask breaks apart, fully revealing her face and her red eyes.

 ** _"_** ** _Ohohohoho! I knew there was something familiar about you! You're Raven! The mother of that blonde brat they call Yang! Tell me, why is it that you're here?"_** Goblin asked her.

"Bastard. You killed half of my tribe! I'm here to make you pay!" Raven said with an angry face.

 ** _"_** ** _I did? I don't recall ever doing that."_** Goblin said before shrugging. **_"Then again, I have killed a number of innocent people during my time in your world. Slowly, they all started to blend in with one another, so I don't exactly know what each person looked like before they died. How about I visit the remaining members of your so-called tribe? I'm sure that will help me remember what they looked like before they perished."_** He said a cruel laugh, ticking Raven off even more than she is.

"Arrogant bastard!" She said with an annoyed face. Before she could blink, Goblin disappeared from her sight and reappears behind her, grabbing her right arm and easily dislocating it, causing her to scream in pain.

 ** _"_** ** _I can't wait to see your families burn, Raven. I will tear them apart, one by one, until there is nothing left for you to find."_** Goblin said while holding onto her dislocated arm. **_"I'll start with that miserable excuse you call a daughter, Yang. I will show her terrors no man or child could've ever dreamed of. Hehe, and once I've tortured her enough, I'll reunite the two of you. I did promise her that I would help find her mother for her. Then again, I also promised her that she would find you as just bones and ash, so I doubt she'll be happy once I've gut through her sadden heart. Reliving herself of the pain of not having a mother beside her for almost her entire life."_** Goblin starts laughing closely to Raven's ear. **_"Oh, I greatly look forward to that! Ripping your weak daughter to shreds while I happily stomp on her corpse! It'll be glorious! AHAHAHAHAHA!"_**

Those last few sentences were just about enough of what Raven has to hear from this monster, as she gathers what remaining strength she has to try and break herself free from his grasp. "Do not…ever…call my daughter…WEAK!" She shouted, using the back of her head to head-butt Goblin from the back of her, knocking him away a few feet.

 ** _"_** ** _Ah! You little…"_** Goblin snarled, now angry.

"Cassandra!" Raven calls out to Madame Web.

 _'_ _Got it!'_ Madame Web uses Raven's portal she had earlier stored in a pocket dimension to quickly teleport herself and Akuma out of the Negative Zone.

 **BGM Ends**

Loki runs up to his master. "Great. Now they're gone." He said.

 ** _"_** ** _Hmph. It doesn't really matter. Have you checked on the ISO-8 to make sure they left empty-handed?"_** Goblin asked the Prince of Evil.

"I have. And it would appear that no other ISO-8 has been taken." Loki answered him.

 ** _"_** ** _Aww. To be honest, I kind of hoped they did. It would at least make this war a little more interesting, but whatever."_** Goblin starts walking away from Loki. **_"This place has been compromised. Tell everyone we're going to relocate immediately to a different dimension. And I don't want any excuses. Do it now before I have your head."_** He threatened Loki.

"Your wish is my command." Loki bowed to his Lord and Master.

 ** _"_** ** _Hmph."_** Goblin said as he and Loki teleport away, with neither of them noticing a blue reactive ISO-8 and a couple of ISO-8 fragments seemingly disappearing from the ISO-vault.

* * *

 **City of Vale**

Back in the world of Remnant, Spider-Man is swinging through the quiet and peaceful city of Vale to try and clear his head from all the stress.

"Ah. You could always count on a good web-swinging through the city to clear your head from trying to find the cure to the incurable." Spidey talked to himself while he continues swinging. "Still though. What now? Unless I have access to the ISO-8, there's no WAY I can finish that Anti-Goblin Serum." He sighed. "Let's hope whatever plan Madame Web has actually works. Otherwise, bye-bye the multiverse. Huh?" Peter notices a strange red portal hovering over a nearby rooftop. "That portal. Where have I seen one like that before?" Peter asked himself. "Could it be that masked lady? I haven't heard or seen from her for weeks. Well, one way to find out." He said, swinging to the rooftop to find Akuma and Raven wounded and slightly unconscious.

"Masked Lady and Akuma? What's going on here?" Spidey asked as he sees them waking up and slowly getting up from the floor.

"It's been a while, Spider-Man." Raven said, as she looks at him with her true face, surprising Spider-Man.

"Whoa. So that's what you look like behind the mask? You're a lot prettier than I thought you'd be." Peter complemented her, which causes her to smile.

"Thanks." She replied.

"I could've sworn that behind that mask, you were _ugly_. Like Dr. Doom levels of ugly. The hideous of the hideous." He said before getting smacked in the head by a very annoyed, and very angry Raven, who kind of had it with his constant joking and insults.

"In case you've forgotten, Parker, I'm still a woman! So it would be wise you shut up and watch what you say! If you know what's good for you." Raven threatened him.

"I'll keep that in mind." Peter said, still rubbing his head in pain. As he looks at Raven once again, something about her seems familiar to him, especially when looking at her face. "Huh? I don't know why, but something about your face seems _awfully_ familiar." He said to her.

"Can you guess who I am?" Raven asked him with a small smile.

Spidey stares deeply at Raven's facial structure and her red eyes for a few seconds before arriving at his conclusion. "Nope." He casually said.

"Are you kidding me?!" Raven shouted at him. She even hears Akuma groan from the side, as he even can tell who he reminds her of. Raven sighed, over how stupid and idiotic Spider-Man is being right now. "My name is Raven Branwen. I'm pretty sure you are not THAT stupid to figure that one out."

"Raven Branwen? Who in the world would name their child after a bird?" Spidey asked her with a chuckle. "The only person I know who has a weird name like that is…Qrow." Peter slowly realize who he is talking to.

"Uh-huh, my brother." Raven replied.

"And that would make you…?"

"Yes. I'm your girlfriend's mother."

"You mean to tell me that all this time, I've been teaming up with Yang's missing mom?" Spidey asked, still in shock.

"Uh-huh. I'm surprised it took you THIS long to figure that out after all the clues and hints I've been giving you." Raven said, putting her dislocated right arm back into shape. "You really are ignorant."

"Well, EXCUSE me for being a slow learner!" Spidey retorted before sighing, still in disbelief and shock that he found Yang's missing mother, and after all this time, only now he's found out. "Ugh. Anyways, before we continue discussing about how you're the WORST mother in the entire multiverse, where the hell did you and Akuma go? It's barely been a minute since I left Beacon."

"We were in the Negative Zone to try and locate the ISO-8." Akuma answered the Bug-Boy.

"Whoa! Whoa! Whoa! Hold on for a minute? You two were in the Negative Zone?" Spidey asked them.

"Along with Goblin and a massive fleet of heavily-armed ships." Raven told him.

"Goblin has his own ARMADA?! Oh boy." Peter said, extremely worried now learning that Goblin has his own massive fleet. "Did you at least get any of the ISO-8?" He asked them.

"We did, but Goblin destroyed it before we could escape." Raven informed him.

"Oh! That's just perfect! Guess you could say 'Good-bye universe! It was nice knowing ya!' And here I thought the world would come to an end when I get my driver's license." Spidey said, thinking that all hope is lost, when in reality, it's not.

 _'_ _All hope is not lost, Spider-Man.'_ Madame Web said in his mind before she teleports herself to the roof their all standing on. "Look." Madame Web teleport in the blue Reactive Healthy ISO-8 and a couple of small ISO-8 fragments in mid-air.

"The ISO-8!" Both Spidey and Raven said at the same time.

"When I teleported both you and Akuma out of the Negative Zone, I also teleported some of the ISO-8 away while Goblin and Loki weren't looking, just in case the first plan failed." Madame Web told them.

"HAHA! Madame Web! You are awesome!" Spidey said in the happiest tone of voice, hugging MW before grabbing the blue Reactive ISO-8. "I take back every bad thing I said about you!" He said. He then goes and hugs Raven, which catches her off-guard. "You too, bird lady!"

"Off!" Raven said annoyed, pushing him off.

"Okay. Akuma, how about…" Spidey was about to hug Akuma, only to see him vent out his red aura in anger, not wanting to be hugged by Peter unless he wants to die. "Never mind."

"You're welcome, Peter. You've earned it after all your hard work." Madame Web said with a smile.

"I know. With the ISO-8 in our hands now, not only we could boost the power of the Great Web so all of reality won't perish soon, but I can FINALLY make some progress with the cure with these shards, while also using one of them to power up my Webware so I can travel through dimensions again." Peter told her.

"Good. I'll call everyone to meet up back at Ozpin's office." Madame Web said to him.

"Alright. See ya, MW." Peter waved good-bye to her as she vanishes from sight.

"I guess my work here is done for now. I'll see you later, Spider." Raven said, creating a portal to leave the city.

"Wait! Don't you want to see your daughter again? Yang really misses you." Spidey asked her from behind her back.

"Sorry. Not now. I have other business to take care of first." Raven replied to the Spider.

"Oh…" Peter said, looking a bit depressed by that comment.

Raven turns her head over her shoulder to the Wall crawler. "Just do me a favor, Peter. Keep her safe, for me. Otherwise, you'll feel the full force of a mother's wrath." She said with a smile on her face.

Spidey smiles under his mask as well. "Heh. Don't have to tell me twice. I'm already well aware of what you're capable of if your daughter is to go by. Well, see ya." He said.

"Likewise." Raven replied before entering her portal, which closes completely from behind her.

"Whelp. We should get going. Do you want me to web swing you back to Beacon, or…" Spidey stops talking as he sees Akuma leaping from rooftop to rooftop back to Beacon. "That guy really doesn't like me, does he? Maybe he's afraid of spiders too, like Ryu? I doubt it." He said, shooting out a web-line and starts web-swinging back to Beacon. "I mean; how could you hate spiders? We're so soft and cuddly. Okay, maybe not soft. But at least we're cuddly, and cute, well some of them anyways."

* * *

 **Ozpin's tower**

"So, this is the ISO-8?" Ozpin asked himself while holding the blue Reactive ISO-8 in his hands. "It's truly nothing I've ever seen before."

"You're telling me." Qrow said from beside his desk. "I can practically FEEL it's power radiating from over here."

"It's definitely like no Dust we have here in Remnant." Ironwood spoke up while marveling at the mysterious rock.

"Which should also mean we should careful with it. We don't want to accidently blow up the school with it." Glynda told him.

"Oh yeah? Tell them that." Qrow said, referring to the members of Team RWBYP and Team JNPR messing around with the ISO-8 fragments in their hands.

"Children! Be careful with them!" Glynda shouted, getting their attention.

"Relax, Glynda. Let them have a little fun." Ozpin said to her.

"Man. This stuff is so beautiful." Ruby said while deeply staring at her ISO-8 fragment.

"Yup. And with these babies, we can finally turn the tide on this war." Peter said as he walks up to her.

"Indeed." Madame Web told everyone. "With the Reactive Healthy ISO-8 in our possession, we can strengthen the Great Web to help keep reality from falling apart completely. I estimate that it will give us about another month before things get a bit hectic again."

"Enough time to go back to Earth and bring back some reinforcements so we can end this, finally." Peter added to her statement.

"Oh, I'm so excited!" Ruby said, excitedly. "Teaming up with other heroes from another world! Oh, I can't wait!"

"We still have to wait like another week before I'm rearranged back to the proper time when I originally left." Peter reminded her.

"Still! Teaming up with other heroes from another world! How cool is that?!" Jaune asked him with excitement in his voice.

"Very, but a bit played out to be honest. But if it's the only way to save all of our lives, we might as well." Peter said.

"I wonder? Just how many heroes do you have in your dimension?" Ren asked Peter while tossing him his ISO-8 shard, who easily grabs it with one hand.

"A lot. So many that some of them live in outer space." Peter answered him, turning to his Webware to show his Remnant friends a hologram of Earth and the heroes of his world. "We have the Avengers. The X-Men. The Fantastic Four. My world's Defenders. The Guardians of the Galaxy. We even have big shots like Dr. Strange like I mentioned before, and Nova. And best of all, I'm pretty much friends with just about all of them."

"Amazing." Pyrrha said while staring at all the heroes he's mentioned from his hologram.

"Yup. And I'm sure the likes of Nick Fury and S.H.I.E.L.D. will be happy to help out as well. After Fury yells in my ear for like 30 minutes after coming home and bringing him news about a universal war." Peter told them.

"Wow. That must suck." Yang told him.

"Nah, it's okay. I usually listen to music behind my mask whenever he yells at me." Peter told her.

Yang laughed. "Oh man. That's so cruel. I should do that more often."

"Yeah. Same here. Especially when Jimmy here likes to bark unconditionally for no special reason." Qrow said while pointing to Ironwood with a smirk, who looks less than happy by that comment.

"Qrow, for the love of god, I will-!" Ironwood was about to shout at Qrow before Ozpin stops him.

"Let's not start this now, gentlemen. Okay?" Ozpin asked them, prompting Ironwood to stop what he was about to do.

"Well, in any case, we should rest up for tonight. Hopefully by the time we leave for Earth, Goblin won't destroy city by then." Glynda said.

"I doubt it. Goblin has no idea we have any of the ISO-8, so we have a slight advantage over him now." Madame Web told her.

"Can't wait to go back to Earth, huh Pete?" Blake asked him with a smile.

"Of course! It's been so long I almost don't remember what New York looks like anymore." Peter replied to her comment. "Finally, after so long, I can go back to my own dimension. Can't wait. He said, excited that he'll soon go back to his world in a week's time. He fist bumps the air. "Watch out, Earth! Spidey's swinging back home!"

"YEAH!" The two teams all give one, big high-five, excited for what's to come soon.

* * *

 **Later that night**

Peter is alone, sitting on the edge of his dorm building's rooftop, staring at the broken moon in the sky. He was enjoying some quiet time to himself until he notices Yang opening the door to greet him.

"Any reason why you're out here this late at night?" Yang asked his boyfriend.

"Couldn't sleep. Probably because of Weiss' snoring." Peter said, getting a chuckle out of his girlfriend. Yang then sits down next to spider hero. "So, Yin Yang, what brings YOU out here this late at night?"

"I…kind of wanted to tell you something." Yang said, looking away from him sadden.

"You're getting a haircut?" Peter joked while rubbing her bushy hair.

Yang chuckled. "No." She playfully takes off his hand from her hair before immediately looking sad again. "I saw my mom." She told him, which shocks Peter, wondering when she last saw her.

"W-When?" Peter asked her.

"It was back at the train that was headed to Vale. I was in a lot of trouble. Took a pretty hard hit. But when I came to, the person attacking me was gone. And I thought I saw... her. Her sword, like the one in Uncle Qrow's old picture." She said, still looking sad and depressed.

"I see…" Peter said, looking away from her, asking himself should he tell her that he met his mom and actually team-up with her. "Uh, Yang. There's something I need to tell you too."

"What? You're breaking up with me? Yang joked with him.

"No! No! I know the consequences if I said that." Peter said before getting back on topic. "It's…about your mom. I've actually met up with her. A few times actually." He shamefully told her the truth.

Yang, as expected, is completely shocked to learn about this, almost to the point she's almost speechless. "I, wha-, you've MET her? This entire time?!" She angrily asked Peter.

"Hey! Hey! Hear me out! Hear me out, okay! How about you let me explain before you punch me all the to Mistral?!" Peter asked her. Yang calms herself down but still looks at Peter pretty angrily. "Yes. I've teamed up with you mother a couple of times. But it wasn't until a few hours ago when I learned it was her, alright? She was wearing a mask that covered her face the entire time I've met up with her." He said before sighing and looking out to the city far away from Beacon. "Listen, If I knew she was your mother, I would've told you the very second I could. It just doesn't feel right that I spent more time with your own mother. I'm sorry. Can't blame you for being angry at me." He said depressingly, feeling very ashamed of himself.

Yang still looks pretty angry, but that anger slowly starts to diminish as she knows Peter would've told her about her as soon as he found out, so she can't stay mad at him forever. "It's okay. I forgive you. But you did at least put a Spider-Tracer on her, did you?" She asked her boyfriend.

"Oh, definitely." Peter said, sounding a little happy, as he remembers how he put a Spider-Tracer on Raven when he hugged him, knowing she might disappear on her own. Peter starts bringing up a heads-up display from his Webware to track down Raven's current location. Yang scoots over to take a peek. "Alright, little birdy. Where are you hiding?" He asked, before he gets an error from his holographic screen. "She broke the Spider-Tracer! I can't believe her!" He said, as he and Yang sigh at the same time. "Your mother's a piece of work, you know that?"

"No."

"Oh? Right."

Yang scoots more over to Peter and give him a hug while giving him her signature, flirtatious eyes. "How about you start telling me a bit about my mother since you have been hanging out with her, huh Petey?" She asked her.

"Well, for one, she doesn't share your awful sense of humor." Peter started to tell her about her mother.

"Really? Well, that sucks." Yang said. "What else?"

"She thinks I'm an idiot." Peter continued.

"Makes sense. You are pretty ignorant since it took you THIS long she was my mother." Yang said.

"That's what she said!" Peter said, getting a chuckle from Yang.

"Anything else?" She asked him.

"She's strong, she's fast, can be a bit headstrong. Kind of like you." Peter said in rapid succession.

"Hey!" Yang playfully punches his shoulder. "What else?"

"Well, let's see…" Peter thinks to himself. As Peter continues to tell Yang more about her mother, the two of them don't notice Qrow standing on top of the building behind them, listening to their conversation with a smile on his face before he backs down to the ground.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. HELLO, NEW YORK! Did anyone miss me?**

 **Nick Fury: Parker, what the hell is going on? Who are these people?**

 **Spider-Man: Just some of the locals I've met in another dimension. That's all.**

 **Iron Man: Anything else?**

 **Spider-Man: Well, Goblin was also in this other dimension for around the same time I was and has put our entire reality at risk of destruction.**

 **Wolverine: Really? That's it?**

 **Iron Man: That doesn't sound too bad.**

 **Ruby: He also stole some of your armor.**

 **Iron Man: WHAT?! Okay! Now Osborn gonna get it.**

 **Captain America: Let's discuss more about this back at Avengers Tower. Okay everyone?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Ultimate Alliance_**

 **Ruby: I can't believe it! We're in another world filled with Superheroes! I'm gonna faint.**

* * *

 **KFX here: Yup. You read that correctly. Next chapter, the Marvel Heroes of 616 will finally make their appearance and team up with the Hunters of Remnant. Can't miss this massive team up.**


	66. Vol 3 Issue 9: Ultimate Alliance

_Vol 3 Issue 9: Ultimate Alliance_

 **Peter's Lab**

After successfully retrieving some ISO-8 thanks to the likes of Madame Web, Akuma, and Yang' mother, Raven, the heroes have what they need to delay Armageddon and go to Earth to gain some reinforcements to help them defeat the Goblin Nation and save all of reality. It's been like a week now, and with it, Remnant's time is almost synchronized with that of Earth's. That way, Peter can return home the very second he actually left that dimension.

Currently it's the afternoon, just a few hours before they leave for Earth. To pass the time, Peter has been using the ISO-8 shards to finally make progress on his Anti-Goblin Serum, and the procedure has been going smoothly, with the help of some of his friends of course.

"Finish!" Ruby shouted from her chair, after finishing a chemical mixture that would further make progress with the cure. She, and the rest of Team RWBYP, are currently in the lab with Peter to help him with the cure, all while wearing white lab coats and goggles to cover their eyes.

"Good job, little scientist." Peter complemented Ruby, taking the mixture from her hand and pouring it into his Serum, where it starts to change color. "Perfect. Just how I wanted it." He said with a smile.

"If we don't get extra credit for that, I'm gonna be seriously disappointed." Weiss said from her desk, checking the progress of the Serum on her holographic computer.

"Isn't it good enough we're finding the cure to a dimension-wide epidemic?" Blake asked her while looking through a microscope.

"Which is why I think we deserve to get at least SOMETHING that will save the lives of billions." Weiss said, checking on some holograms.

"Being a hero isn't about expecting a reward at the end. It's about feeling good for doing something right. That's the true reward." Ruby said as she walks up to Weiss.

"Somebody's been stealing my lines." Peter said, standing next to Ruby.

"I learn from the best." Ruby told him with a smile.

"Yeah." Peter nodded before turning to Yang, who's busy synthesizing the remaining ISO-8 shards at her desks. "Yo, Yang! How's the progress on those ISO-8?" He calls out to her.

"Almost done." She replied, before finishing putting the synthesized ISO-8 in a vial. "Got it. That's it. We've run out of the space rock." She said, walking up to Peter and giving him the vial of ISO-8. "Will this be enough to finish the cure?"

"Ehhh, almost. I would say we're about 68% done with the Serum, which is saying a lot when we've been using nothing but fragments. Once we head to Earth and use the crystals or the reactives, it might take me another day or so to finish this completely." Peter informed her as he goes to centrifuge the ISO-vial.

"Ohhh, I can't wait to meet the heroes of your world tonight!" Ruby said all giddy, since she can't contain her excitement to meet other heroes. "I wonder who should I meet first? Huh! How about Captain America?! You say he's a natural born leader! Oh, I can't wait to meet him! He might even give me some tips on how to be a better leader myself!"

"I'm sure he'll be happy to meet you." Peter responded with a smile.

"I can't wait to meet with this Tony Stark guy. Before I eventually inherit my company, I want to learn the best possible methods on how to properly prepare myself, and Mr. Stark seems to be the best person to talk that's not my father." Weiss said to her team. "But I have to ask: When he's not wearing an armored suit, what else is Mr. Stark like? You should know, since you do work for him." She asked Peter, since he does personally work with Tony Stark as his intern

"He's a genius, billionaire, playboy, philanthropist." Peter replied, which shocks Weiss a bit that Tony Stark is all of that combined.

"Wha-? You're kidding, right?" She asked, wide-eyed in disbelief.

"I'm not kidding." Peter replied.

 _"_ _He's not kidding."_ The British AI, JARVIS, responded from his Webware, since he TOO works with Tony Stark, 24/7.

"…Huh?" Weiss asked, still a bit speechless.

Blake coughs to get back on the original topic. "Well, I can't wait to meet with these mutants you keep talking about, especially these 'X-Men' guys. You say they're like us Faunus, right?" She asked Peter.

"Yup. Trust me, you'll love the X-Men, especially Charles Xavier. You might learn a thing or two from him." Peter told Blake.

The cat Faunus smiled. "I just might."

Peter turned to Yang from behind him. "How about you, Yang? Who are you excited to meet?" He asked his girlfriend.

"Me? Well, I can't wait to go toe-to-toe with the Hulk." Yang smirked while slamming her fist together. "I want to see what makes that guy so incredible."

"Yeah, well, don't blame me if he beats you with just his pinky. The guy's strong. Trust me, I've fought him multiple times to learn that the hard way." Peter told her, as he's reminded of his multiple fights with the Hulk in the past. "If there's one hero you might love to meet, it's Captain Marvel."

"Captain Marvel?" Yang asked with curiosity.

"Yeah. Real Name: Carol Danvers. And kind of like you: She's strong, hotheaded, cocky, likes to punch things, like A LOT, can absorb energy and dish it back twice as hard, and her hair glows whenever she's uses her Binary form." Peter gave Yang a brief description of Captain Marvel, which when saying it out loud, the two do have a lot in common.

Yang gasped in shock that the two have so much in common she starts to squeal like a little girl. "She's PERFECT!" She said, immediately hugging Peter, catching him off-guard. "Oh, I can't wait to meet her! She can be my mentor! I think I've found my own role model!" She said in rapid succession while still being all excited to meet with Captain Marvel.

"Greaaat. It's like one of you wasn't enough." Weiss said, clearly not in approval that Earth pretty much have the superhero equivalent to Yang, one that can fly even.

"Anyways, I suggest we stop for today and rest up for the trip tonight." Blake suggested, as Yang lets go of Peter.

"Right…" Peter said, coughing from almost being crushed again by Yang.

* * *

 **That Night at Beacon**

Peter, now in costume, is outside in the cold, peaceful night next to the Beacon Statues, tinkering with his Webware which now houses an ISO-8 shard to allow him to teleport through dimension again. Standing there with him are his friends over at Team RWBYP, Team JNPR, Ironwood, Ozpin, Glynda, Qrow, and Winter.

"Greetings, People of Remnant. I'm glad you're all here. I'm Spider-Man, and I'll be your trusty, inter-dimensional tour guide when we visit Earth, so I hope you have what you need because we might stay for the night. Any questions?" Spider-Man asked his friends.

"Let's just hurry it up, Peter." Glynda said, not in the mood for games.

"Aww, you're no fun." Spidey said, sadden.

"Man. I never thought in a million years I would travel to an alternate dimension. Even if I was drunk, I would still say this is crazy." Qrow said before taking a drink from his flask.

"Ohhh, I can't wait to meet this Thor guy!" Nora said all excited and hyper. "I hear he has a hammer and can shoot electricity like me! Oh, I wonder if this what it means to have a kindred spirit?" She asked Ren.

"I'm gonna be very surprised if you actually get along with a Thunder God." Ren told her.

"Well, we're friends with Peter, aren't we? He IS technically a god, remember?" Nora reminded Ren of how Peter is technically the reincarnation of the Great Weaver and has the powers of the Spider-Totem God, The Other.

"Oh yeah." Ren remembered about that little tidbit. "Keep forgetting about that."

"Is your Webware working alright, Ozzy?" Spidey asked as he approaches the Headmaster.

"It's working perfectly. With the ISO-8 shard that you installed to my Webware, I'll be able to contact you through the dimensions just in case something happens here while you all are gone." Ozpin said to Spidey.

"Okay. Good." Spidey nodded.

"Good luck out there." Winter said to her little sister.

"Yeah. Be safe, okay." Weiss replied, giving her sister a hug for a few seconds before letting go of her.

 **BGM-Dragon Ball Kai 2014 OST- Theme of Piccolo**

The two teams, Qrow, Ironwood, and Glynda gather up behind Peter. "Alright, Pete. We're ready and accounted for." Ruby said to the Spider hero.

"Sweet. And, uh, just a little advice before we go: Be careful when we go to Earth." Peter informed his friends.

"Why?" Jaune asked Spidey.

"In case I haven't told you, there is an ASTONISHING amount of powerful people in my world, and a lot of them are flat-out crazy. So don't be surprised if you get a little over your head." Spidey informed them about the dangers of his world.

"Ah man!" Spidey and the others turn around to see Sun and Neptune running up next to Ozpin and Winter exhausted. "Explain to me again why we can't come?" Asked Sun.

"Weren't YOU the one that said he doesn't want to hang out with us since everything we do tends to blow up and junk?" Spider-Man replied to him.

"That, and SOMEBODY needs to watch the school in case Goblin decides to start Trick-or-Treating a little early this year." Yang added to Spidey's statement.

"But still. You guys get to hang out with ACTUAL superheroes. How unfair is that?" Neptune asked.

"Don't worry. You'll meet them soon enough. Trust me." Spidey assured them. He turns and presses a button on his Webware and shoots out a beam in front of him, which immediately creates a blue portal that's big enough for all of them to go through at the same time.

"Whooooa." Everyone said in awe as they marvel at the portal.

"Yo Akuma!" Spidey shouts out to the demon fighter, who was meditating to himself until Spidey interrupted him. "Care to watch the place while we're gone?" He asked Akuma, who responds with his usual grunt before closing his eyes to meditate again. "I'll take that as a yes." Spidey said before turning to his friends. "Alright, Web Warriors! We're off!" He said as they all start walking towards the portal.

"I thought I told you to stop calling us that!" Weiss said, annoyed.

"I just love to see the look on your face when you're angry. Brings me joy to my heart." Spidey casually replied, getting an angry growl from Weiss as they fully enter the portal, causing it to close on the other end, leaving Ozpin, Winter, Sun, and Neptune left in the courtyard.

"Good luck to you all." Ozpin said while holding his coffee mug.

 **BGM Ends**

* * *

 **New York City, Hudson River**

 **BGM-The Avengers Movie OST- Stark Goes Green**

Over at the docks of the Hudson River, minutes after that strange explosion that caught the eye of just about half of Manhattan, Nick Fury is seen with a couple of his agents while also talking to Captain America (Wearing his Marvel NOW! Costume), with the SHIELD Helicarrier floating high above them, all of them trying to find out the mystery behind this explosion. Moments later, Iron Man (In his Extremis Armor) is seen flying out from the depths of the River and lands right in front of Fury and Captain America.

"What do you got, Stark?" Fury asked the Armored Avenger.

 **"** **There were definitely large traces of the ISO-8 around this area. It was mostly likely the cause of that weird explosion."** Iron Man replied to the Director of SHIELD.

"Do you have any confirmation that Osborn was here?" Captain America asked his fellow Avenger.

"Oh yeah. He was here." The three of them turn around to be greeted by the X-Man, Wolverine, who walks up to the other heroes.

"Are you sure, Logan?" Cap asked the mutant.

"Positive. Osborn was here not too long ago. If I have to guess: About 10 minutes ago." Logan informed them. "But it gets worse. I also smell Spider-Man was here as well around the same time."

"Spider-Man was here? Do you know where the two of them went?" Cap asked Wolverine.

Wolverine shakes his head. "No. Their scent ends here. I have NO idea where either of them are."

 **"** **I'm not getting a trace of him with my satellites, either. It's like he's not anywhere on the planet."** Iron Man said while checking his GPS using his armor.

"Well, doesn't this sound familiar to anyone?" Wolverine asked the three, other men, remembering th last time Spider-Man disappeared, it involved two dimensions on the verge of destruction.

"Logan. We don't have enough evidence to suggest that Spider-Man and Osborn went to another dimension." Cap replied to the animal mutant.

 **"** **It IS possible, knowing that kid's luck."** Iron Man said to Cap.

"In any case, I suggest we continuing scouting this area for clues. And if we don't find anything, we'll go to Richards and see if we can get a fix on the kid's signal in whatever dimension he got himself into this time." Fury suggested to the fellow heroes.

Suddenly, Wolverine starts to smell something in the air. "What is it, Logan?" Cap asked the mutant.

"I'm sensing something." Wolverine replied, sniffing out the area with his nose.

 **"** **You're not the only one."** Tony replied, as his armor is detecting a huge energy spike in the area. **"I'm detecting multiple life signs that are about to teleport to our position at any moment now. And it would appear to be using the ISO-8 as a power source."**

"I give you five guesses on who might that be." Wolverine said.

Suddenly, a blue portal opens up at the docks of the Hudson River, where multiple SHIELD agents surround it with guns in their hands, just in case this person might not be a friendly. After a few seconds of waiting, they all see Spider-Man jumping out of the portal in the new, tech costume that's he been wearing back at Remnant. "Wait? Is it possible? Am I finally back? YES! Woo-hoo! I'm back!" Spidey cheered before being confronted by dozens of SHIELD guns pointing at him. "Hey! Hey! Is this how you greet a fellow hero who's been gone for god knows how long now?" He asked the agents, but they still point their weapons at the Web-Slinger.

"Logan, is it-?"

"It's him, Fury." Wolverine said to the Director. "I can tell from the scent of his costume." He said while covering his nose in disgust.

"REALLY funny, Logan." Spidey said, as the agents disengage from firing the Spider.

Fury, Cap, Logan, and Iron Man all walk up to meet with Spider-Man. "Spider-Man, where have you been?" Fury asked the Webhead.

"Hold that thought for just a second, Fury. I'm expecting guests." Spider-Man said while pointing his palm over Fury's mouth.

"Guests?"

 **BGM Ends**

 **BGM- Ultimate Spider-Man Game OST- Hero Theme**

And for the first time in their lives, the girls of Team RWBYP, Team JNPR, Ironwood, Qrow, and Glynda appear out of the portal that led them to the Hudson River, greatly shocking Fury and the other heroes of their sudden appearance.

"Whoa. Are we actually in another dimension?" Ruby asked as they all walk up to Spider-Man.

"Yup. Welcome to Earth, or more specifically, the Hudson River next to New York City." Spider-Man introduced the visitors from Remnant to his fair dimension.

"Amazing! We're actually here!" Ruby said to the rest of her team.

"I know!" Yang shared her little sister's enthusiasm.

"Spider-Man!" Fury shouts from the sidelines, startling Spider-Man. The Director of SHIELD slowly walks over to the Web Slinger, looking a little tick off judging from his face and one eye. "Just WHAT in Sam Hill is going on here?! Who are these people?!" He asked Spider-Man and the new faces.

"These guys are some of the locals I've met in another world named Remnant, and I've kind of been there for a couple of months now." Spider-Man answered Fury's question.

"Months?" Captain America asked as he walks up to the young soldier. "According to Wolverine, you've been gone for about 10 minutes." He informed the Spider.

"10 minutes? Are you kidding me?" The surprised Weiss asked the Captain.

"Is this true, Wolvie?" Spidey asked his fellow mutant.

"First off: Shut up with the nicknames!" Wolverine warned the Bug, clearly not a fan of Peter calling him names. "And yeah, I've been keeping track of your scent ever since we got here. Both yours and Osborn, after some weird explosion that almost woke up the entire city." He said, before turning to the people from Remnant, get a whiff of their scent. "And from the smell of your fan club, I take it you all have been fighting against that nutcase for a while, huh?" He asked the new visitors.

"Ugh, and you got that from smelling us? How's that possible?" Yang asked, disgusted that he can smell Osborn from them.

"Didn't Parker tell you chumps I'm a mutant that has Superhuman senses of an animal?" Wolverine asked them.

"Yeah, I did. And that you never take a bath." Spidey quietly said before he gets confronted by an angry Wolverine up close to his face.

"You better shut up, bub…" Logan unsheathes his right, Adamantium claws up in front of Peter's face, scaring and shocking the people of Remnant that the man has claws. "If you know what's good for you."

"It's nice to see you too, Wolvie." Spidey said, pushing away Logan's claws away from his face, so that the mutant can annoyingly sheath them back into his arm.

 **"** **Okay, so can someone PLEASE explain to the Smartest man on Earth what's going on?"** Iron Man speaks up from the side.

"I agree with Shell head. Just what IS going on, Spider-Man? Where's Osborn?" Fury asked the Webhead.

"Do you want the long version, or the extra-long version?" Spidey joked with the Director, causing him to groan as he's not in the mood to play games with the kid.

Taking this opportunity to introduced himself, General Ironwood walks up to Director Fury. "Are you Director Fury?" Ironwood captures Fury's attention.

"Yeah? Who's asking?" Fury asked, crossing his arms.

Ironwood puts out his right hand to introduce himself. "James Ironwood, General of the Atlesian Military."

Fury looks at the General's hand for a few seconds, not knowing if he should trust him or not, but if he's here with Spider-Man, then he knows he can trust him for now. "Nick Fury, Director of SHIELD." He introduced himself, shaking Ironwood's hand. "It's a pleasure to meet you, General. I hope Spider-Man and Osborn hasn't been giving you too much trouble."

"Osborn? No. Spider-Man? That's a bit hard to say." The General joked with a smile.

"Heh. I know that feeling too well." Fury agreed with him, sharing a smile with the General.

"I'm standing right here, ya know!" Spider-Man shouted from the side.

Meanwhile, the students of Beacon, except for Blake, excitedly walk to meet with Captain America. "A-Are you Captain America?" Jaune nervously asked the Star-Spangled Hero.

Cap smiled. "Yup. Steve Rogers. How are you doing, son?" He pulls out his arm towards Jaune.

"U-Uh…fine…" Jaune nervously grabs and shakes Captain America's hand. "My name is Jaune Arc, and these are my friends." He directs them to his teammates/friends, who are all trying to keep their excitement from talking to Earth's Greatest Hero. "I-It's a pleasure to meet you, uh, sir."

"Likewise, soldier. I look forward to knowing more about you. All of you really. You all seem like good kids that have potential to be Avengers." Steve said to them.

Ruby excitedly gasped. "Really?!" She asked the Captain.

"Keep working hard, and I know you'll be one of the best." Cap said, putting his hand on Ruby's shoulder, which causes her to squeal like a little girl.

Right now with Wolverine, he's currently talking to both Blake, Spidey and Qrow that's with him. "So, your world has mutants too, huh?" Wolverine asked Blake.

"Faunus to be more specific." Blake takes off her bow to show Logan her cat ears. "See?"

"Nice cat ears. What's your name, kid?" Logan asked the cat Faunus.

"Blake. Blake Belladonna." She introduced herself to the mutant.

"Belladonna? We actually have a mutant that has the same name like that here." Wolverine told her.

"Really?" Blake asked, a little happy and intrigued.

"We do?" Spidey asked confused.

"Yeah. Don't you remember, kid?" Logan asked Spidey, who shakes his head, as he doesn't know who he's talking about. "Her name is Belladonna Boudreaux. She's a dangerous mutant that leads the Assassins Guild, superhuman criminals the X-Men dealt with a couple of times in the past, always trying to kill us." Wolverine informed the two teens.

"Oh yeah." Peter finally remembered the lady, turning to Blake. "I knew there was something about your last name that always screamed death and murder." He chuckled to Blake, who looks very annoyed from hearing about her Earth counterpart before punching Peter in the face, knocking him down to the ground.

"Ouch." Qrow said, feeling that punch.

"So, who are you?" Logan asked Qrow, getting the Huntsman's attention.

"The name's Qrow. Pleasure to meet ya." He introduced himself to the mutant.

"Qrow?" Wolverine chuckled from the name. "You certainly don't look like a Qrow."

"I get that a lot. So, what are you called?" Qrow asked him.

"The name's Wolverine, but my friends call me Logan." He introduced himself to Qrow, as the two shake hands. "Nice to meet ya, Qrow." He said with a smile.

"Same to you, Logan." Qrow said, with a smile as well.

Meanwhile with Glynda, she's standing by her lonesome before Tony Stark walks up to her. **"Hey, beautiful. What's your name?"** Tony starts filtering with the Professor from Beacon.

"Glynda Goodwitch. And I assume you're Tony Stark?" She asked the Armored up hero.

Iron Man lifts up his faceplate to reveal his blue eyes, black hair, and cocky smile. "The one and only. Famous genius, billionaire, playboy, philanthropist, and CEO of Stark Industries, at your service. Say, you wouldn't happen to be doing anything after this, are you?" He asked the stern woman from Beacon for a date, but she's not falling for it.

"In case you didn't know, Mr. Stark, our worlds are at the risk of destruction, so I suggest you focus on what's important right now instead of foolishly asking women to go out with you during such a crisis." Glynda told off Tony, but doesn't seem faze at all.

"Don't worry about that, sweetheart." Tony said, causing Glynda to roll her eyes. "I've helped saved the world plenty of times before from the likes of Loki and Thanos. What makes an idiot like Osborn any different?"

"He waged war on both our worlds, he turned an entire world into his goblin slaves, and is putting our entire lives in jeopardy!" Glynda goes off some of the horrible bad deeds that Osborn has done back in Remnant, but it again, they don't seem to faze Tony that much.

"Is that all?" Tony asked, still not worried at the slightest.

"He also stole some of your armor." Weiss from the side informed the playboy from behind.

 **BGM Ends**

Tony turns his entire body around to face the heiress. "…What?" He asked, thinking this is some kind of joke.

"She's not lying!" Spidey said as everyone walks up meet up with Stark.

"Goblin said he stole some of your old armors about a year ago when you weren't looking." Ruby informed him of how Goblin stole some of his old armors from his armory.

Tony, as expected, is stunned and speechless from this revelation, turning to Glynda who nods in acknowledgement that it is true. Still speechless, Tony looks around for a bit, trying to come to grips that some of his armors were stolen by one of his business rivals. "Okay…" His playful face immediately shifts to a more serious one as he puts on back his armor. **"** ** _Somebody's_** **in a lot of trouble now."** He said in a serious tone.

"I'm surprised it took you THIS long to figure it out, knowing how protective you are?" Nick Fury asked him, crossing his arms.

 **"** **Well,** ** _maybe_** **if you actually did your job better instead of always calling on us, I would've increased security at Stark Industries so maniacs like Osborn wouldn't steal from me."** Stark said to Fury, ticking the Director off.

"Watch it, Stark!" Fury said, angry from that insult.

"Wow. This reminds me SO much of my arguments with your father." Ironwood said to Weiss that's next to her.

"Except I find these two a lot more hilarious." Weiss said with a smile as she watches Fury and Stark arguing with each other.

"Okay! That's enough!" Captain America said, breaking up the two from arguing any further. "We don't have time to argue amongst ourselves while Osborn's still out there. So let's deal with this current threat first before you two can continue ripping each other apart."

 **"** **Okay, Steve. Sorry."** Iron Man apologized.

"That's okay, Tony. Spider-Man!" Steve calls out to Spider-Man.

"Yes, Cap?" Peter answers the call.

"How about you and your new friends debrief us about what's been going on over at Avengers Tower? That way we can come up with a plan to stop whatever Goblin's been doing." Cap asked Peter.

"You got it, Cap!" Spider-Man agreed with a nod.

"Coulson! Hill!" Fury calls out to his two best agents.

On cue, Maria Hill and Phil Coulson run up to their Director. "Yes, Director Fury." The both address Nick at the same time.

"Wrap up everything here while I go with Cap and the others to Avengers Towers. Got it?" Fury said to his agents.

"Got it, Director Fury." Hill nodded in response.

"Good luck." Coulson said to the Director before turning to the two hero groups from two dimensions. "Same to you all." He told them.

"See ya, Coul!" Spidey waved at him before he left with Maria Hill.

"We'll take the Quinjet to get over to the tower. It's not far from here, so let's go." Cap ordered everyone.

Iron Man starts hovering into the air with his jet boots. **"Let's hustle! I have a business to run!"** He said to his friends and allies from the air.

"You got it, Iron Man!" Ruby shouts from the ground. Following Captain America's direction, they all start walking over to the Avengers Quinjet parked close to them.

"Sooo, we're off to Avengers Tower. Does this mean I'm an Avenger now?" Spidey asked Nick Fury, who's walking besides him.

"No." Fury simply said in a serious tone.

"Why not?" Peter asked him.

"Just put a sock in it, Webhead." Fury said as he walks ahead of the kid.

"What does socks have to do with this?" Peter asked him, but the Director doesn't answer him.

"He means: Shut up." Wolverine answered him from the side.

"I'm still not following." Peter replied, making Wolverine groan from his stupidity.

He then snarls. "Is it wrong to say I wouldn't have missed ya if I knew you were stuck in another dimension with no way back?"

"Awww, you don't mean that. You know I'm like the only friend you ever talk to." Spidey said to him.

"Kid, just shut up." Wolverine said to him.

"But-!"

"SHUT!"

"Oh yeah. I'm liking this dimension already." Yang said to the rest of her teammates, with her hands behind her head.

* * *

 **New York City, Manhattan**

 **BGM-The Avengers OST- Helicarrier**

"YEEEEEEE-HAAAAAAWWWW!" Spider-Man swings through the beautiful, night skies of Manhattan, his city, the home he almost long forgotten during his time at Remnant, but it's all coming back to him. The Web-Slinger performs some hardcore-parkour on some of the big buildings, running and leaping from rooftop to rooftop before swinging and swirling in mid-air and towards the city.

 **"** **Looks like somebody's happy!"** Iron Man said, flying behind Spider-Man while the Avengers Quinjet follows them through the air.

"You have no idea how GOOD it feels to swing back in your own dimension!" Spider-Man said while swinging next to Iron Man. "Look at it all! Bird poop! Car alarms! That strange, unsettling odor you can never quite place! I wouldn't have it any other way! So good to be home!" He hollered happily to the skies as he continues swinging.

Inside the Quinjet, the visitors from Remnant are watching through the ship's window, staring at the marvelous city below them as they approach Time Square, filled with hundreds of people and multiple TVs planted on each building.

"Wow…" Ruby said, completely astonished.

"I know, right? I've never seen a city THIS big before…" Yang said, sharing the same astonishment as her sister.

"Or as beautiful." Blake added.

"It's truly incredible." Weiss said.

"So many colors. This place is amazing." Pyrrha commented on the sight of Time Square.

"This city's truly a beauty, isn't it?" Captain America asked the children of Remnant.

"Heck YEAH it is." Nora happily answered the Captain.

"Well, when the place isn't constantly being invaded by aliens and Demi-Gods, I would probably share that statement." Wolverine said while sitting in the same row with Qrow.

 **BGM Ends**

"How long until we approach Avengers Tower?" Ironwood asked Fury, who is currently the one driving the Quinjet.

"With this baby, in a couple of minutes." Fury answered the General.

"Are the other Avengers back at the tower?" Glynda asked Captain America.

"Most of the Avengers are on some other missions around the world, and probably won't be back until tomorrow. The only ones back at the tower are Black Panther, Vision, and Spider-Woman." Captain America answered the Professor.

"Wait! There's ACTUALLY a Spider-Woman?!" Jaune asked, as he and the other students are very surprised by this reveal.

 _"_ _Two of them, actually."_ Spidey corrected him through the ship's comm system as he continues swinging outside of the ship.

"The one's that an Avenger is named Jessica Drew." Nick Fury started explaining to them, projecting a hologram of Spider-Woman using the ship's inner projectors. "She used to be part of Hydra, a terrorist organization that wants to take over the world, before she left and joined SHIELD, and then later the Avengers."

 _"_ _Man, and I was so hoping to be the first spider person to join the Avengers."_ Spidey said from outside.

"Sorry, kid. Black Widow beat you to it." Wolverine said with a smile.

"Black Widow?" Qrow asked the mutant.

"Natasha Romanoff." Fury answered him, projecting an image of Black Widow for all of them to see. "One of my best spies and assassins that work for SHIELD, and also a member for the Avengers."

"Incredible." Ironwood spoke up.

 _"_ _Why are all the other spider heroes secret agents? Where was I on career day?"_ Spidey asked.

"That brings up a good question. How did you guys became heroes?" Ruby asked Captain America and Wolverine.

"Let me be the first one to begin." Steve said, taking off his helmet to show the visitors his blond hair. "It was back in the 1940s, during World War II. I was a simple and scrawny kid from Brooklyn who wanted to help out my country, kind of like you kids. When I first joined the military, I was offered to be one of the country's first Super Soldiers, after getting injected by the Super-Soldier Serum, which increased the physical attributes of my body to peak conditions. After that, I helped the army during the war to take down those who wanted to disturb the peace of our time, like Hydra, Baron Zemo, and the Red Skull." He said, with the kids, Qrow, Glynda, and Ironwood fully engrossed in his story. "During the final days of the war, I got frozen in ice for many decades, thought to be long dead. It wasn't until Tony and the rest of the Avengers broke me out and introduced me to this strange, new world that we live in today." He finished his story.

 _"_ _Your welcome, Old Timer."_ Tony joked through the comm system.

"That's incredible, Captain." Ren spoke up, amazed the Living Legend's story.

"How about you, Logan? Do you have anything to share?" Qrow asked his new, mutant friend sitting beside him.

"Hmph." Wolverine takes off his mask to reveal his unique, black hairstyle and blue eyes. "I don't remember much about my past, except that I've been in a few wars of my own and worked with Cap here before he became a human popsicle." He said, leaning down on his seat.

"Really? You don't remember anything about your past?" Weiss asked him, a bit surprised to meet someone with no past to remember.

"Nope." Logan casually replied to the heiress. "All I know is that I'm the best there is at what I do, but what I do best…" He unsheathes his left claws to the kids. "Isn't very nice." He finished, scaring the Remnant students a bit with his act.

"Okay then. That's all I need to know." Weiss said with a nervous laugh to finish with.

"So how long have you guys know Spidey?" Yang asked the Marvel Heroes.

 **"** **We've worked with Spider-Man plenty of times in the past. But it wasn't until a few months ago is when me and Steve learned his secret identity."** Iron Man said, flying over a tall building up front.

 _"_ _How?"_ Ruby asked, using the ship's comms.

 **"** **Around the time he started to work as my personal intern, Spidey here helped me with a** ** _little_** **problem back at Stark Industries during his class field trip there."** Iron Man informed her.

"Oh, you mean the time I was pressured to deactivate your company's Arc Reactor before it blew up half of Manhattan while you were fighting the Mandarin blindfolded?" Spidey casually asked the Golden Avenger.

 **"** **I wanted to take it easy. Give you the spotlight for once."** Iron Man responded.

"Uh-huh. Keep telling yourself that, Tony." Spidey said, still swinging and not convinced.

"How about you, Director Fury?" Blake asked the pilot from inside the Quinjet.

"Me? I knew Parker was Spider-Man the second he shown up in the red-and-blue tights." Fury replied to the Faunus.

"Really? How?" Pyrrha asked him.

"SUPER Spy, remember? Heck, I even knew the kid's parents before he was born." Fury revealed, shocking everyone, including Peter from outside.

"YOU DID?!" The students of Beacon asked in shocked.

 _"_ _You did?! Seriously?!"_ Peter asked through the comms, sharing their shocked reaction.

"Yup." Fury replied to the Spider. "I was the one who recruited Richard Parker into the CIA, back when he was a decorated soldier of the United States Army Special Forces. Your mother, Mary Parker, was the daughter of an O.S.S. agent before joining the CIA as their translator and data analyst."

"No way! That's amazing!" Ruby responded.

"Heh. Richard and Mary Parker. It's been so long since I heard those names." Logan said with a smile on his face.

 _"_ _Logan! You knew my parents too?"_ Peter asked through the ship's comms.

"Yup. Your parents saved me during one of their mission together. How I'll never forget the face of your old man when he learned that his wife was pregnant with you. I've never seen a tough man like Richard go white that fast." Wolverine informed Peter a bit about his parents.

 _"_ _Whoa! That's amazing! Who knew that both you and Fury knew my parents?"_ Spidey asked, swinging from a street pole and back into the air.

"No wonder I'd taken a liking to the kid." Ironwood said with a small smile on his face.

 **BGM-Avengers: Age of Ultron OST- Avengers Tower**

"So how much farther until we arrive at the tower, Stark?" Qrow asked Tony using the ship's comms.

 _"_ _How about you look out through the window?"_ Tony advised him to do.

The visitors from Remnant look outside their windows and instantly become stunned at the huge tower that's a few feet from them. Built in the vicinity of Columbus Circle, and close to the Fantastic Four's Baxter Building, a 93-foot tall tower complex overshadows most of the buildings in Manhattan, with at the very upper-left edge of the building is a huge, red **A** insignia painted on it.

 **"** **Say hello to Avengers Tower, my pride and joy. Powered by an Arc Reactor, which is a source for clean energy, and reinforced with Vibranium-laced concrete. All built by yours truly."** Tony boasted, with him, Spidey, and the Quinjet climbing up the very large, and tall building that's located in Midtown Manhattan.

 _"_ _Wow! It's so big!"_ Ruby said, excited as they climb higher and higher.

 _"_ _Now if only it's big enough to hold your ego, Mr. Stark."_ Glynda asked through the comms.

"It's not! Trust me! No matter how smart Tony is, nothing he builds will ever contain his massive ego! Ever!" Spidey replied while web swinging up top.

 **"** **I can keep trying, ya know, which will be a benefit to the rest of the world if I do."** Tony replied.

 _"_ _Really?"_ Weiss asked through the comms.

 **"** **Of course. Always remember this: When Tony gets smarter, the world gets smarter."** Stark said, as he and Spidey land at the landing pad on the rooftop, with the Quinjet landing a few seconds later.

Walking out from the elevator, three individuals come out a greet the heroes: An African man wearing a Vibranium-panther costume. An android with a green cape, a red face, and a yellow jewel on his forehead. And lastly, a woman with a red-and-yellow spider costume and web wings under her armpits.

"T'Challa. Vision. Jessica. It's been a while." Spidey greeted the three other heroes.

"Greetings, Spider-Man." Black Panther formally greeted the young hero.

 **"** **We've heard that you were arriving."** Vision said to the Spider.

"Along with some guests from another world." Spider-Woman said to Spider-Man. "How is it that in one night, after our training, you've suddenly gotten yourself in this situation?"

"It's a long story." Spidey said as he sees his Remnant friends and the other Marvel Heroes coming out of the Quinjet.

"Alright, everyone! No time to waste! Let's head to the Briefing room so you can debrief us on the current situation!" Captain America ordered everyone.

"SIR, YES SIR!" The students of Beacon formally saluted to the dear Captain as they walk inside the tower.

"Why don't we get that kind of respect?" Glynda asked both Qrow and Ironwood, flabbergasted that the students already love and respect Captain America.

"It's because he's Captain America. It's kind of hard NOT to like the guy." Nick Fury replied to Glynda.

 **BGM Ends**

* * *

 **30 minutes later…**

Inside Avengers Tower, everyone is seating on the comfy couches while Nick Fury interrogates Spider-Man and the visitors from Remnant about the Goblin and his plans. While he's doing that, Captain America is busy watching news footage from the tower's holographic screen of the massive Goblin battle that took place in Vale, thanks to JARVIS who recorded the entire fight from Peter's Iron Spider Armor. The Captain closely observes Spider-Man, mentally noting how he seems a bit more mature than before, with his fighting style being a lot more refined and taking command of the entire fight, leading the Hunters and the military to battle with little collateral damage to the city.

"That's your story?" Steve turns around to see that Fury has finished interrogating Spidey and his new friends about everything that happened ever since Peter got transported to Remnant. "You accidently traveled to an alternate dimension, AGAIN, been stuck there for months, went to this school that trains kids how to fight, but Goblin's also been there, gained the powers of a god, has his own army and armada of ships, and plans to conquer the entire multiverse. And now we have to stop him before he eithers takes over all of reality, or it all gets obliterated in the next month."

"Basically." Peter replied casually, with his friends in Remnant sighing on how he's taking this so lightly.

Even Nick Fury can't seem to even begin on how to comprehend the situation, pinching his nose to stay focused. "I've been through a lot over the years, but this is, without the doubt, the SILLIEST thing I've ever heard. I mean it just _sounds_ crazy, but coming from you, it _somehow_ makes sense." The Director finished while looking at Spidey.

"IT DOES?!" The visitors from Remnant asked, completely flabbergasted that something this crazy actually makes sense.

Spidey chuckled from their stunned reaction. "Yeah, my life is that crazy."

"Well, I guess that explains the weird writing we saw when we investigated Osborn's cell back at the Triskelion." Spider-Woman spoke up from the couch next to them.

 **"** **Indeed. An improved Oz-Formula that Goblin would use in the event he ever escaped, which he did during the ISO-Emperor attack last month."** Vision said, as an angry Black Panther slams his fist hard on the wall.

"Damn that Osborn! Not only the fact he stole my Vibranium from the sacred Wakanda mines, but he also used them to attack a foreign country from another world!" T'Challa said as he walks up to his Remnant guests. "Forgive me, people of Remnant, that my Vibranium was used to cause you so much trouble and pain. I swear on my life that Osborn will PAY for his crimes." He apologized to his new friends.

"It's alright, your majesty. It wasn't your fault." Glynda calmly said to the King of Wakanda.

"You REALLY need to buff up your security, bub." Logan said from his couch with Qrow.

"Logan…" Black Panther menacingly threatened him not to push him any further.

"Hey, I'm just asking." Logan said with a shrug, not fazed by his threat.

"Okay. So what's the plan?" Tony walked up to the rest of the united heroes without his helmet on. "We DO have a plan, right?" He looks at Steve.

"I say tomorrow we go to Remnant. Try to find as much intel as we can on Goblin's current whereabouts. End this war before more worlds get infected, or destroyed." Cap informed the united heroes.

"Even if we found out where Goblin's currently crashing at, beating him will be almost impossible now that he's boosted his already terrifying power with the powers of the maidens." Qrow spoke up from his side of the briefing room.

"We've overcame tougher odds before, Qrow. This is no different." Steve said to the Huntsman.

"Especially when we've been working on a little project that might give us the edge." Fury said, getting the attention from Spidey and the Hunters from Remnant.

"You have? For how long?" Ruby asked Fury.

"The second I've learned Osborn escaped the Triskelion and liberated our SHIELD warehouses of the ISO-8. I knew he was planning something big with them, just wasn't expecting him to be an Omega-Level Threat with them." Fury informed the visitors.

"Omega-Level Threat?" Ironwood asked the Director, never hearing about this classification for a villain before.

"Super-powered beings that pose a threat to the entire world, and beyond." Fury answered the General.

"Oh my…" Ironwood said, stunned that they have protocols this high for big threats.

"So what have you been guys been working on, because this is the first time I'm hearing about this?" Spidey asked Fury.

"Stark. Show them what we got." Fury directed Tony, who nods in response and projects huge images of two unknown ISO-8s in the center of the room.

"Are those the ISO-8?" Weiss asked Tony.

"You're almost correct. More specifically, they are the Empowered and Augmented ISO-8." Stark corrected her.

"Empowered and Augmented ISO-8?" Jaune repeated.

Tony nodded before turning back to the holograms. "After months of studying the effects of the ISO-8, me, Reed Richards, and Hank Pym have discovered how to engineer them that they can safely empower and augment a person's natural abilities, giving the user more potent power than with the use of an ordinary ISO-8." He changes the hologram to focus on a number of bar-like Empowered ISO-8s. "The Empowered ISO-8, or for short the E-ISO, adds new special effects to your attacks when properly equipped, while the Augmented ISO-8, or A-ISO, adds a new passive ability for them." He said, as the screen changes to show a number of orb-like A-ISO. We've also managed to create new types of ISO-8 when combined with certain energy sources like my Arc Reactor or magic from Asgard, or even a regular Superhuman's DNA."

"Kind of like what Norman did when combining the ISO-8 with his Oz formula." Spidey spoke up during the lecture.

"Yes, but these ones are more user-friendly and stable, restricted to that person's powers only, giving them even MORE potent power than even the regular E-ISO and A-ISO. A guy like Oz is too stupid to be able to do that without it backfiring in his ugly face." Stark stated.

"With these new types of ISO-8 in our disposal, we have a chance to take down Osborn and put an end to this madness." Fury said as the holograms of the ISO-8 disappear.

"Heh. I'm impressed, Nick. I doubt I would've thought even half of this without it backfiring." Ironwood complemented the Director with a smile.

"This is what happens when your world's constantly getting attacked by outwardly threats. We have to be prepared for anything in any shape possible." Fury responded to the General.

"I agree, and the people of Remnant can't thank you enough for helping us with this mess." Ironwood said, giving Fury a handshake.

"Well considering this mess started in our dimension, it would make sense for us to clean it up." Fury responded. "SHIELD will be happy to be working with you, General."

"Likewise, Director." Ironwood said, letting go of the handshake.

"And the Avengers will be happy to assist the Huntsmen in any way we can." Captain America spoke up.

"Thank you, Captain." Glynda said with a smile, shaking Steve's hand.

"Awesome! This has to be the best ultimate alliance we've had yet!" Spidey said, excited that two worlds are working together to face a common threat.

"I know! Two different types of heroes working together! This is gonna be so amazing!" Ruby said, equally as excited as Spider-Man, with the two of them giving each other a high-five.

"Ugh. How is it always OUR world that gets caught in all of this madness?" Wolverine asked, annoyed that it's always their universe working together with another to stop the same threat.

"Does it really matter?" Yang asked him from her seat.

"The girl's right." Black Panther said to defend her. "It doesn't matter how many times our universes get involved in such a crisis. It is our duty to always work together with one another to defeat our common enemy. For the sake of both our worlds." He said to Wolverine, who still doesn't look all that convinced.

"Yeah, well, count me out of this one." Logan said, slowly getting up from the couch.

"If you help us out, I'll buy you a TRUCKLOAD of beer." Tony offered the mutant, which instantly got his attention.

"So when are we leaving for this Remnant or whatever?" Logan asked with a smile, causing Qrow to laugh beside him.

"You have got to be kidding me." Pyrrha said.

"Logan's like that. You get used to it." Spider-Woman told her.

"Hey Qrow." Logan turns to Qrow, who has just finished laughing. "Meet me in the training room in 5. I want to see what you can do. And if you actually get a few hits on me, I'll buy ya a beer." He offered to the Huntsman.

"Logan. You have officially become my new best friend." Qrow said with a smile, as the two start walking away together.

"You have GOT to be kidding me?!" Both Ironwood and Fury asked at the same time, surprised that those two have become such great friends in such a short amount of time that it's scary.

"Hey. What's the deal, Logan? You never offered to hang out with me and buy a beer?" Spidey asked the mutant, feeling dejected.

"Three reasons. One: You're too young to drink." Logan said as he turns his head back to the Spider, listing off his three reasons with his fingers. "Two: You annoy me. And three: You ain't Qrow." He finished listing off as he and Qrow exit out of the room.

"Unbelievable…I just…I can't…That doesn't…Ah!" Spidey tries to counter Wolverine's lame reasons for why he doesn't want to hang out with him, but they made no sense that he's rendered speechless, which is a rare feat to make Spidey speechless.

"Well, would you look at that? He's speechless." The African Director said, turning to his new Remnant allies. "Do you all know how LONG I've waited for this moment?"

"It's a blessing." Blake said with a smile.

"So what do we do now?" Nora asked everyone.

"I have to return to Wakanda and reinforce the Vibranium mines' security." Black Panther informed them as he starts walking to the nearest exit. "I'll meet you all tomorrow at Remnant." He said, closing the door behind him.

"I would like to take a tour of your Helicarrier, Nick. See what I can do to upgrade my airships back at home." Ironwood suggested to the Director.

"It would be my pleasure." Fury approved the tour.

"I'll join too, if you don't mind." Captain America said to the two leaders of their respective military organization.

"Not at all, Captain." Ironwood said, shaking Steve's hand before the three of them leave for the Helicarrier.

"I'll take a walk through this city. It's not every day you travel and explore new dimensions." Glynda said.

"Let me be your tour girl, if you don't mind." Jessica suggested to the Huntstress.

"As long as you don't talk every five minutes." Glynda warned the woman.

"Don't worry. Unlike Spider-Man, I know when to keep my mouth shut." Spider-Woman said, instantly getting the Professor's respect.

"Thank you, Jessica." Glynda said with a smile, as the two walk out of the tower, leaving only Spider-Man, Tony Stark, Vision, and the students from Beacon alone in the room.

"So I guess it's 'Give a Tour for your New, Dimension Friends Day,' huh? Well in that case: Who wants to take a tour through my armory?" Tony asked the kids, instantly seeing all their excited hands in the air except for Spidey.

"I'll pass. Thanks. I need to check up on home. See if…everything is in order." Spidey said, a bit somberly.

 **"** **See you tomorrow, Spider-Man."** Vision said to Spidey, as Peter walks out of the door looking a little sad, with his friends from Remnant knowing exactly what he's feeling and why he's looking so sad.

* * *

"WHOOOOOOAAA!" All the students of Beacon, mostly Ruby, look in shock and awe as they have followed Mr. Stark and Vision to the 90th floor of Avengers Tower, where all of Tony Stark's armors are placed at for display, from the very first armor he built to the latest build.

"Welcome to my lab, kids. Where all the magic happens." Tony said as they walk closer inside his armory. "Look around. Marvel at the future of technology. And try not to break anything." He warned the kids as they all scurry all over the armory, checking out all of his armors, with Ruby speeding from one armor to another in rapid succession, acting as the biggest fangirl Tony has ever seen.

"Whoa! What's this one?!" Ruby asked, still excited, while observing the Model 1 armor.

Vision phases up from the ground to meet with her. **"This is Iron Man Armor Model 1: The first ever armor Mr. Stark created in a cave when he was captured by terrorists and built this to escape their clutches."** The android answered for Ruby, who has gotten even more excited from hearing that he built something this advanced while stuck in a cave and little material to work on.

"Hey Vision! What's this one called?" Yang calls out to the Android while pointing at the Hulkbuster Armor.

 **"** **This is the Hulkbuster Armor, one of Mr. Stark's strongest armors and capable to take on the Hulk."** Vision informed her of the Hulkbuster.

"Did he ever beat the Hulk with this?" Yang asked Vision until Tony walks up to answer for her.

"Of course! Plenty of times!" Tony boasted.

 **"** **But Mr. Stark, I only recall one time you actually beaten the Hulk with this armor."** Vision corrected the Billionaire.

"That because you weren't there for the other few times we did fought." Tony argued with the robot.

 **"** **But records show that-."**

"I won. End of story." Tony intervened as he walks away from the two.

Yang turns to Vision. "He lost the other fights, didn't he?"

 **"** **You are correct, Ms. Xiao Long."** Vision answered her.

"Hey, Mr. Stark! What's this armor? It seems unfinished." Blake calls out to Stark, pointing at an unfinished armor model at the end of the giant armory.

All the other students gather around to observe this new armor alongside Tony. "That's because it IS unfinished, but it should be done by the time we head to your world tomorrow. This will be the first armor that will be made of nano-machines and multiple arc reactors around the armor, while also the first to use the new E-ISOs and A-ISOs to greatly power it and the Extremis Serum that's been injected in my body."

"So it'll be like an upgrade to Extremis?" Ruby asked the billionaire genius.

"Nah. This is what comes next…" Tony replied with a smile, getting another "Whoa" from his audience.

As the students continue to take another look through his armory, Weiss decided to take this time to talk and ask Stark questions. "Mr. Stark, can I ask you a few questions?" She asked the armored hero.

"Sure kid. Just tell me what's your name and I'll be happy to answer them." Tony said to Weiss.

"My name is Weiss Schnee, the daughter and heiress of the Schnee Dust Company." She introduced herself to Tony.

"I see where this is going. You want to know how to prepare for the day you take over your company, huh?" Tony asked her.

"Yup." Weiss said with a nod. "So when did you take over for Stark Industries?" She asked the experienced business-man.

"I was 21-years-old is when I inherited my father's company, after a tragic car crash that took him and my mother's life." He said while sadly remembering the day when he first heard about his parent's deaths. "When I first became CEO, I wasted my time building weapons for the military, but during a visit to the Persian Gulf when I was lodged with shrapnel in my chest by terrorists who were in hands of my tech, I decided to change my ways and no longer manufacture weapons that could cause the death of millions. Instead, I would spend the rest of my life building tech that will help people all around the world, to achieve a better tomorrow." He told his story to Weiss, who was greatly stunned on how kind and thoughtful Tony Stark is, especially compared to her father, who is very corrupt and thoughtless, her version of Norman Osborn essentially, which is something she hates even thinking about.

"…Wow." Is all what Weiss could say, still stunned.

"I know. I get that reaction a lot." Tony joked.

"I can imagine. And…sorry about your parents." Weiss said, feeling sorry for her new role model.

"Ah, it's okay. My childhood wasn't exactly you call 'Amazing.'" Tony replied.

"How come?" Weiss asked.

"I never had the best relationship with my dad." Tony admitted to Weiss, who instantly relates to him. "He was cold, calculating, never told me he loved me, never even told me he liked me. This is the same man whose happiest day of his life was shipping me off to boarding school."

"I know the feeling." She said, feeling his pain. "Me and my dad don't really see eye to eye either, and it wasn't until the Goblin incident is when he's _slowing_ coming around, but even I still don't feel like that's enough. So when my company hit a moral gray area, I decided I didn't want him to be the end of my family's heritage, so I took up the role of a Huntress to redeem it, even going as far as going to Beacon against his wishes." She told Stark, who feels her sympathy and respects her for her decisions.

"That's mighty brave of you, Weiss. You're a lot braver than me when I was your age. I guess this is what makes us kindred spirits." He put his hand on her shoulder to comfort her. "I know you'll do your company justice when you eventually inherit it. If I was able to, I'm sure you will too." He then chuckles. "Though I doubt your company will actually be better than me."

Weiss smiled from his nice complement. "Thank you, Mr. Stark."

"Just call me Tony." He replied with a smile.

"Okay…Tony." She said as the two walk away together. "And yeah, I do think my company will be better than yours by the first year I inherit it." She boasted.

Tony chuckles from that silly comment. "Is that a fact? Come back to me in 10 years when your company build something that would take mine in under a month."

"Make it a week." She replied as the two continue talking with one another, with a couple of laughs in between, which catches the attention of her teammates.

"Wow. Never seen Weiss this happy before." Yang said while looking at both Stark and Weiss.

"It's definitely creepy." Blake said.

"Yeah, I agree." Ruby agreed with the two of them.

"So where should we go before we hit the hay here?" Yang asked the rest of her teammates.

"I think I know just the place." Ruby said with a smile on her face.

* * *

 **Forest Hills, Queens**

"This is the place." Peter, in his civilian clothes, stares at the small house in front of him at night. The boy sighs at the sight, thinking about what would happen if _she's_ not inside, and confirming his horrifying suspicions.

 _"_ _Goblin said he killed her, then said he only killed a LMD. Never touching the real one at all. But…can I believe him? I mean, I know it's crazy to believe a madman like Osborn, but still? Is she still alive?"_ Peter asked himself in his thoughts, looking at his right palm as he does so. _"Yes! She has to!"_ He said determined, making a fist with his palm. _"I wholeheartedly BELIEVE with my soul that she's still alive. I can feel it. And my Spider-Sense is telling me that someone's inside, and I'm sure it is her."_ Peter said, as the spectacular teenage walked toward the door and brings out his keys, slowly opening it to reveal the inside of his home. "Hello? Aunt May? Are you home?" He asked, with his heart beating every 2 seconds at an extraordinary rate, which could give him a heart attack if he finds out that she's not alive and the one inside is an imposter.

"Peter? Is that you?" A familiar voice to Peter calls out from the kitchen. As he hears footsteps coming out from that room, Peter's eyes widen as he recognizes the woman in front of him, which is, in fact, his very own Aunt May, alive and well. "Hello, my nephew. I see that you're a little late. But it would make sense since you were probably off fighting against the Rhino, am I right?" She joked since she does know Peter is Spider-Man ever since the ISO-Emperor incident a month ago on Earth.

 _"_ _Is it really her?"_ Peter asked his spider other, Ero, in his mind, still in shock but highly curious if she's a clone, or a LMD, or something.

 _'_ _It's her. 100% the real deal."_ Ero replied to him.

Without wasting any time, Peter rushes over to his Aunt May and hugs her, with tears slowly coming out of his eyes. "It's you. It's really you." He said to the confused Aunt May.

"Peter. What are you talking about?" She asked her nephew.

Peter lets go of her. "Goblin said that he came and kidnapped you, and then killed you on his Hellcarrier." He told his Aunt.

"You mean that monster Norman Osborn? I would recall that monster if he was approaching me from a couple of blocks away." Aunt May told him, confirming Peter's suspicions that she was never kidnapped at all. "But I did just recently meet with your friend, Sonic before you arrived."

"Sonic?! He was here?!" Peter asked, surprised that his blue hedgehog friend was just here.

"Yup." Aunt May said with a smile, as she starts to remember when Sonic came to visit.

* * *

 **Flashback**

 _"_ _A couple of hours before you came back, somebody was knocking on my door, so I went to go check who it was."_

"Hold on, I've almost got it." Aunt May opens the door to meet with a familiar face, and is surprised to see who it was. "Oh my…it's you…"

 _"_ _And to my shock, I was surprised to see Sonic standing outside."_

"Hey, Mrs. Parker, long time no see." Sonic greeted the old lady with a hand wave from his head.

"Oh Sonic. It's just you. I'm still not used to having Peter's super-powered friends over at my home, especially a walking, talking, blue hedgehog." Aunt May said with a smile. "Come in. Come in. I have some left over cake in the fridge if you want any." She offered Sonic some of the cake that was eaten during Uncle Ben's birthday.

 _"_ _He said he came to check up on you and decided to wait here until you came back, but just like any other hero, he had to go back to his dimension to save the day, so I told him that I'll tell him to contact you as soon as possible."_

 **Flashback Ends**

* * *

"So if Sonic was here this entire time, then that would mean that no one came here to kidnap you or anything." Peter said, after listening to his Aunt's little story. He turns to his Webware so he can immediately call Sonic. "I'm gonna call him to check up on him now." He said, using the power of the ISO-8 to call his hedgehog friend from across dimensions. And thankfully, Sonic answers from the other line through time and space, with a small hologram of him appearing on Peter's Webware.

 _"_ _Peter. Is that you? Long time no see. How'd you been, buddy?"_ Sonic asked his inter-dimensional friend.

"Oh, you know: Saving the city that likes to hate you 24/7. What's going on at your end?" Peter asked the hedgehog.

 _"_ _I'm currently having an adventure inside a book with my life on the line, so I can't talk much right now."_ Sonic said, pointing at the flaming arrow in his chest.

"Typical. Well, I'll call you later, because I have A LOT to talk to you about." Peter said.

 _"_ _Alright. See ya, Pete."_ And with a two-fingered salute, Sonic logs off from the call.

"So what's been going on, Peter? Why were you so worried that Goblin kidnapped me?" Aunt May asked her nephew.

"It's a long story." Peter said with an embarrassed smile as he rubs the back of his head.

Suddenly, the Parkers both hear the doorbell ring. "Now who could that be this late at night?" May asked.

"I think I have a pretty good hunch on who it is." Peter said, walking up to the door. Without bothering to check who it is through the small, door hole, he opens the door to see his friends over at Team RWBYP and Team JNPR waiting outside.

"Hellooooooo." Yang said as if she's trying to sing a song.

"How did you guys find me?" Peter asked, as he never recalled telling them his home address.

"Mr. Stark gave us a ride here in one of his automated limos." Pyrrha answered him.

"Oh man! I always wanted to drive in a limo, especially one controlled by a computer!" Jaune said, very excitedly.

"Me too!" Nora said, sharing her leader's excitement.

"Peter. What's going on?" Aunt May walks up to the front door, shocking his new friends from Remnant.

"Your Peter's Aunt May! You're alive!" Ruby said.

"Of course I'm alive." May replied before turning to her nephew. "Peter. Who are these people?"

"Just some friends I've met in another dimension I stayed in for a couple of months." Peter answered his Aunt.

"Couple of months?! When did that happen?!" Aunt May asked him, stunned.

"A few hours ago." Peter replied with a smile, which is actually the truth since by the time he came back he was only gone for 10 minutes.

"Can we come in, Mrs. Parker?" Blake asked Peter's Aunt.

"Oh, of course sweetie. Any friend of Peter's is welcome to come inside." Aunt May said, inviting the kids from Remnant inside while looking around their home.

"Nice place." Ren complemented.

"Why, thank you. So, care to tell me who you all are?" May asked the two teams.

Ruby is the first to speak. "My name is Ruby Rose, leader of Team RWBYP." She introduced herself to May Parker.

"My name is Weiss Schnee. It's a pleasure to meet you, Mrs. Parker." Weiss formally introduced herself to May, which surprises her on how kind and proper she is, thinking that she might be from a rich family.

"My name is Blake Belladonna. It's nice to meet you." She said with a smile.

"And I'm Yang Xiao Long, older sister of Ruby here, and Peter's current girlfriend." Yang introduced herself.

"Peter's girlfriend? How did that happen?" May asked, turning to her nephew.

"We've found out that we had a lot in common." Peter replied.

Blake sighed. "Especially in the joke department." She said, earning a chuckle from both Peter and Yang.

"How unfortunate. I wouldn't be surprised if my grandchildren inherit that from their parents." Aunt May joked about Peter and Yang getting married and having kids.

"Grandchildren?! Aunt May! That isn't funny! That is way too soon to think about!" Peter shouted, feeling embarrassed.

"I don't know, future husband." Yang said, playfully putting her arms around Peter while giving him her signature, flirtatious eyes. "Your future wife, Yang Parker, was already thinking of dozens of names for our children." She joked.

"Not funny!" Peter said to her, as everyone in the house laughs at this expense, causing him to groan from embarrassment.

"So who are the other four?" May asked after she finished laughing.

"My name is Jaune Arc, leader of Team JNPR." Jaune introduced himself and his team.

"The name's Pyrrha Nikos. Nice to meet you." She said with a smile.

"Lie Ren. Thank you for letting us into your house." Ren introduced himself.

"And last but not least, Nora Valkyrie." Nora said with a salute.

"Well, it really is a pleasure to meet all of you, but why are you all here from another dimension? Is something going on?" May asked the kids.

"Yeah, how about we sit down and we'll tell you everything." Peter suggested to his Aunt as they head towards the living room.

* * *

 **30 minutes later…**

"So it looks like that pesky Norman Osborn is at it again? Doesn't that man know when to quit?" Aunt May asked her nephew after being fully informed on the current situation, while sitting alongside his friends, who are currently eating her homemade wheat cakes.

"If he did, my life would be a lot easier, but just like my life, it's never that easy." Peter replied.

"It's fortunate that you all are okay. I couldn't imagine what you all had to go through back at your own dimension." May said to the kids from Remnant.

"Ehh, it's nothing we couldn't handle." Yang said from her seat.

"I wonder what's on TV here?" Ruby asked herself after finding the TV remote and using it to turn the TV on, which opens up to a middle-aged man with black hair and blue eyes that Peter is well familiar with, with the logo **DBC** on the edge of the TV screen.

 _"_ _A few hours ago, there has been reports of a huge explosion that took place over at the Hudson River."_ J Jonah Jameson said from the TV, getting everyone's attention, including Peter, who groans at the sight of his face. _"Thankfully, nobody was around the area when the explosion happened. No one knows exactly who or what caused the explosion that would've endanger the life of millions. Some are saying it's the Kree. Others are saying it's the likes of Dr. Doom. But I know exactly who it is, but that no, good-for-nothing menace, SPIDER-MAN!"_ He yelled out. _"I know you're out there you wall-crawling menace, and I'll do everything in my power to see you behind bars, along with the rest of your hero friends! You're a time bomb that needs to be eliminated for the safety of all New Yorkers, heck, probably for the entire world! And when that day comes, things will finally be at peace! For all of us…!"_ Jonah was cut off as Peter turns off the TV with the remote.

"And to think I almost missed J Jonah Loud-Mouth." Peter said, setting down the remote.

"So that was J Jonah Jameson you told us about?" Ruby asked Peter.

"Yup. Nice guy, right?" He asked sarcastically.

"No, he's not!" Pyrrha shouted angrily

"I can't believe a guy like that actually exists!" Blake shouted, already hating on Jameson.

"He exists alright, and will forever hate my guts for no other reason I have no idea." Peter said.

"Again! WHY do you still work for that guy?!" Weiss asked Peter.

"Because I have no other choice, unfortunately." Peter told her.

"I'm glad in Vale, you work for someone who DOESN'T hate your guts 24/7." Yang said to Peter.

"Which reminds me that I now have to worry about TWO jobs and TWO schools now." Peter said, sitting back on the couch, covering his face in despair. "Why does the world hate me so?" He asked himself.

"What are you going to do?" Jaune asked his friend.

"I'll probably have to catch up on some classes I might miss after school or something. But for now…" Peter gets up with a mighty yawn, feeling sleepy. "I'm tired. It's been a long day. I need some shut eye. Where are you guys going to sleep?" He asked his friends while rubbing his eyes.

"We can sleep here for the night." Ruby suggested.

"I don't think we'll have enough rooms to fit all of you, unfortunately." Aunt May said to her.

"That's okay." Ren spoke up.

"Me and the rest of my team will sleep over at Avengers Towers. I'm sure they have MORE than enough rooms for us." Jaune said.

"Bye guys." Pyrrha said as her team starts walking out.

"Take care!" Nora said.

"Bye!" Team RWBYP bid farewell to their friends as the door closes behind them.

* * *

In the upper level of the house, Peter introduced the girls of Team RWBYP to their rooms before giving them a quick tour of his own room. "And here's where I sleep." He said, directing them to his bed, closet, and lab equipment.

"Seems nice. I kind of like it." Weiss admitted.

"Thanks." Peter replied.

"So, roomy, shall we hit the hay?" Yang asked, while materializing her clothes from her Webware.

"What are you doing?" Peter asked her.

"I'm sleeping with you." She causally replied.

"No, you are not!" Peter retorted.

"Is that any way to treat your guest?" Yang asked him with a smirk.

"Oh you have got to be kidding?!" Peter face palmed before turning his head to the other girls. "Girls, back me up h-And they are gone." He said, noticing how the others have already left. "I hate you guys."

"C'mon. You're acting like we've never slept in the same room before." Yang said, giving him a playful punch to his shoulder.

"Ugh, fine. But I'll be keeping an eye open tonight just in case you try any funny business." Peter warned her.

"I have no idea what you're talking about." Yang said with a sly smile on her face.

"I'm taking a shower." Peter replied, not wanting to deal with her anymore.

"Right. I'll see you on the bed." Yang joked, or is she.

 _"_ _I just got back to my dimension, and already things are a lot more unusual than they mostly are. It's good to be back, I guess."_ Peter mentally said to himself as he closes the door behind him to go take a shower.

As Yang unpacks her things in Peter's room, she spots and lifts up a picture frame on his desk with him as a kid, his Aunt May, and his Uncle Ben all sitting next to each other. "You two have an amazing nephew." She said with a smile, laying back down the picture before she continues to unpack her things.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So guys, what do you think of Beacon?**

 **Iron Man: Not bad. Definitely not the worst thing I've ever seen.**

 **Doctor Strange: Stark, this isn't the time for jokes. This is the time on how we should properly prepare these children for the upcoming battles against the Goblin.**

 **Ozpin: And how may we supposed to do that, Doctor?**

 **Captain America: I may have a solution, Professor.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Avengers in Remnant_**

 **Spider-Man: Wait! I'm gonna be doing what now?!**

* * *

 **KFX here: Next chapter probably won't be upload for a couple of weeks. I have some personal stuff to take care of first, and as soon as that's done, I'll come back, so don't worry. The next couple of chapters will be fun and rewarding. I promise.**


	67. Vol 3 Issue 10: Avengers in Remnant

_Vol 3 Issue 10: Avengers in Remnant_

 **Parker Residence**

 **BGM-Dragon Ball Super OST- Like That Cloud**

It's early in the morning over at the neighborhood of Queens. The sky is clear blue, some of the residents are taking a morning jog, and no criminal activity happening over at Manhattan, at least for now anyways. Inside the Parker house, Aunt May is in the kitchen to make her famous pancakes for her nephew and his new friends, with three of them already fully awake and downstairs helping out with the morning chores.

"Aaaand done." Ruby said, after finishing sweeping up the floor of the house. "All finished, Mrs. Parker!" She said to May from the living room.

"Thank you, Ruby." May thanked her with a smile on her face. "Now, can you be nice enough to go wake up your sister and Peter for me, would you?" She asked the little red hood.

"Sure thing, ma'am!" Ruby nodded before running upstairs to wake up Peter and Yang.

"Almost done with the dishes." Weiss said while washing the dishes in the kitchen.

"Why thank you, Weiss. Oh, I'm so glad Peter is friends with such a lovely and well-mannered girl like yourself. Your parents should be glad to have a daughter like you." May said, cupping her hands together.

Weiss let out a warm smile from her nice complement. "Thanks. That means a lot to me."

Not far from the two, Blake is using a wash cloth to clean the kitchen tables so they could get ready to eat. While cleaning the tables, she stumbles upon a couple of Aunt May's bills that were mailed to her yesterday. "Are these…?" She started to ask herself as May walks up to her.

"Oh, these are some of the house and electric bills that I need to pay off soon." May calmly informed Blake. "Thankfully, Peter's gonna help me pay them off thanks to his job over at the Daily Bugle. We've been doing this routine ever since Ben died two years ago."

"You definitely have an amazing nephew, Mrs. Parker, and I am glad to be his friend." Blake said to her with a smile on her face, putting a hand on May's shoulder to comfort her.

"Thank you, Blake." May replied with a smile before walking back to the stove. "Now, hurry up, young ones. The pancakes are almost done. And where is Peter and his future wife?" She teased her nephew from the kitchen.

"I heard that, Aunt May!" Peter shouted from upstairs, getting a giggle from those that are currently in the kitchen. One minute later, a half awake Peter, Ruby, and Yang all walk down from the stairs and to the kitchen.

"Hey, Pete. How was your sleep?" Blake asked him as he approaches her.

"Besides the fact you three ditch me last night and I had to sleep with one eye open just in case THIS one did any funny business while I was out…" Peter said to her while pointing at an unfazed and smirking Yang next to him. "It was alright."

"Come on…" Yang happily said, giving her boyfriend a playful tap to his shoulder. "You know I wasn't going to anything to you while you were sleeping."

"Uh-huh, so why was my spider-sense tingling all night while you steadily approaching me while I was asleep?" Peter asked her, who respond with a smirk.

"I don't know. You tell me." She replied, causing Peter to just sigh and discontinue the conversation as he sees his Aunt laying down some plates on the table, with each of them filled with pancakes, alongside eggs and bacon.

"C'mon, you lovebirds. Eat up. You all have a busy day today, I'm sure." May said to the kids.

"Uh, thankfully, today is only Sunday." Peter said as they all take a seat next to the dining table. Then, tomorrow, I have to worry about attending two schools while handling two jobs while also trying to save the multiverse."

"Isn't that a normal thing in this world?" Weiss asked the wall-crawler.

"Yes. Yes, it is." Peter replied to her.

 **BGM Ends**

As they all start eating their breakfast, they hear a doorbell coming from the front door. "I'll get it!" Ruby said, dashing off over to the front door and opening it to see in front of her a young, redhead girl who looks around 17 years old, wearing a pink shirt and a blue skirt. "Hello? Who are you?" Ruby asked the redhead.

"The name's Mary Jane Watson." Mary Jane introduced herself to Ruby.

"Ruby Rose." Ruby introduced herself with a smile.

"Nice name. You don't suppose you know a guy named Peter that's currently inside, do ya?" MJ asked Ruby.

"He's here. Do you want to me him?" Ruby asked her, who replied with a nod. With that, Ruby lets Mary Jane inside the house and to the kitchen where everyone else is currently eating pancakes. "Hey Peter. Someone named Mary Jane wants to see you." She said to Peter while standing next to MJ.

Peter turns around to see his ex-girlfriend after so long in Remnant while stuffed with pancakes in his mouth. "MJ?" He asked with his mouth full before swallowing his food. "Hey, MJ. It's good to see you again." He waved to his ex.

MJ smiled. "Hey, Tiger. Long time no see." She said while calling out his classic nickname.

"Tiger?!" The girls of Team RWBYP asked in shocked, causing Aunt May to giggle from their stunned expression.

"Yeah. MJ likes to call me that a lot." Peter said before chuckling.

"Who are these girls?" MJ asked Peter.

"The name's Weiss." Weiss introduced herself to MJ.

"Blake."

"And Yang, Wolf's new girlfriend." She said while simultaneously giving Peter her own nickname for him.

"Wolf? Somebody's jealous." Peter said while drinking his orange juice, ignoring Yang's small growl towards him.

MJ chuckles from the two's antics. "Well then. It's nice to meet you all. So, can anyone care to tell me where you all are from, because something tells me you're not from this world, are you?" She asked everyone, since she already knows that Peter is Spider-Man and can piece together that the girls aren't from this dimension.

"Nope." Ruby casually replied to her.

"Sit down, Mary Jane. They can tell you all about the current situation." Aunt May offered her own seat next to the table while she goes upstairs.

"I'm not going to like what I'm going to hear, am I?" Mary Jane asked.

"No." Peter and the other girls said simultaneously.

* * *

 **30 minutes later…**

"So let me see if I got this right: Osborn's back, you and he somehow gained the powers of a god, and now the green lunatic plans on conquering all dimensions, is that it?" MJ recapped everything of what Peter and the Remnant girls have told her about the recent events involving Goblin and his plans.

"Yup." Peter simply said, as his eyes temporary glow crimson then blue to show off his new powers. "Weird, right?" He asked his redheaded friend.

"Heh, when hanging out with you, weird has become the new normal." Mary Jane replied with a small smile on her face, since she's used to all this weird stuff after hanging out with Peter for so long.

"You got that right." Blake spoke up.

Mary Jane's face then goes from her usual, carefree look to more of a frown, looking away from the other girls. "I'm truly sorry that you four got wrapped up in our mess. I can't imagine what it was like having Goblin around in your world for months." She said somberly to the Remnant girls.

"Eh, it's alright, MJ. It's not your fault that we had to deal with a mad scientist with godlike powers. Heck, I don't even remember the last time I had this much fun when fighting a bad guy." Yang said.

"Of course, only YOU would find something 'fun' from all of this." Weiss said to her with her arms crossed, a little annoyed that she's taking this situation nonchalantly.

"So, MJ, do you have any cool powers like us?" Ruby asked the redhead.

"Besides the martial arts classes I'm currently taking, no. I usually leave all the superheroing to Peter here." Mary Jane replied to Ruby. "My dream is to become a fashion model and an actress after I graduate college." She informed them, getting a shocked gasp from everyone in the kitchen except for Peter, who is well aware of MJ's dream.

"A model?! That's amazing, MJ!" Weiss said to MJ, still in shocked from her goal.

"You definitely have what it takes." Blake told her with a smile.

"Thanks, Blake." MJ replied to her with a smile of her own. "Nice cat ears, by the way." She causally said, surprising Blake that she knows about her Faunus heritage.

"How did you-?"

"Girl, you're talking to the same person who figured out this idiot genius' secret identity all by herself." Mary Jane said while pointing to Peter next to her.

"That's only because you saw me change into my costume from your window when I was going to look for my Uncle's killer." Peter said to her. "And why I am called an 'idiot genius?' Isn't that an oxymoron?" He asked.

"Yes. And despite being one of the smartest men on the planet, you're still pretty ignorant." Mary Jane said to Peter.

"No I'm not!" Peter retorted from that statement.

"Yeah, you kind of are." Ruby said, taking MJ's side.

"I agree." Yang agreed.

"Same." Blake said while nodding her head in agreement.

"Totally." Weiss said, with all girls taking in agreement that Peter is awfully ignorant.

"I hate you. I hate all of you." Peter calmly said to all five of them to hide his anger, who all giggle from his pain. He sighed to himself as he gets up from his seat. "Anyways, I need to go back to Avengers Tower and finish up on the Anti-Goblin Cure before we head back to Remnant." He said, slowly putting on his Spider-Man costume from the corner.

"And while you do that, I'll take your new friends out to the town. Give them a tour of the city before you all head back to that other world. What do you girls say?" Mary Jane asked the girls of Team RWBYP.

"Yes! Of course! We'll contact Jaune and the others to join as well!" Ruby said, all excited to explore New York.

"That's great." Mary Jane replied with a smile.

"Anyways, I'm going. I'll see you girls in a few hours." Peter said, wearing everything but his mask before he heads out the window.

"Be careful, Peter." Mary Jane concernly said to him. "From what you guys told me, Osborn would risk destroying the universe just so he could destroy you." She said to Peter, worrying about his safety.

"How nice of him. Guess I'll have to send him a gift card after this is all done." Peter joked.

"I'm serious, Peter. After what happened with Gwen and Harry, I'm afraid that…" Mary Jane lowers her head in sadness, not wanting her close friend to go into a battle that might lead to his death.

"MJ, it's gonna be alright." Peter calmly said, putting his hands on Mary Jane's shoulders. "I promise. I'm not going to die against a loser like Stormin' Norman." He said, not noticing the glum looks on Ruby and the other girls as they remember what Ozpin told them about the Madame Web's vision, and how Peter might possibly die at the end of all of this.

"You promise?" MJ asked while staring into his hazel eyes.

"I promise." Peter replied with a confident smile. "Don't worry. I'll beat Goblin and save the world faster than Flash Thompson could finish an Algebra test." He joked, getting a small smile from MJ.

"Alright. Just be safe, okay?" She said, giving Peter a hug, who gladly accepts it since he hasn't seen her for many months.

"Same to you." He replied, letting go of the hug and then putting on his mask. "I'll see you girls later, okay?" He asked his teammates.

"Okay. See ya, Pete." Ruby said to her friend. And after one final nod, Peter jumps out from the window and swings off to the city, with MJ, Ruby, and the other girls watch him swing all alone in the sky from the window.

* * *

 **One hour later at Avengers Tower**

"And after one final chemical mixture…" Peter, out of his costume, said, wearing a lab coat while working on the Anti-Goblin Cure over at the Avengers Tower's laboratory, thanks to Tony Stark allowing him to work there for as long as he needs to. Peter pours in a couple of chemical mixtures that are filled with liquefied ISO-8 and pours it into his cure, which changes to a faint, blue colored chemical solution. "Okay. Now, let me centrifuge this bad boy and…" He puts the test tube filled with the cure into a hi-tech centrifuge and in half a second, the test tube has finished centrifuging and comes out as a strong, stable blue colored chemical solution. "That should do it. And if the computer is correct…" Peter scoots over to the computer and runs a simulation of his cure onto a person that was infected by the ISO-OZ formula, and miraculously, the simulation is a success, coming out with a 100% deletion of the Oz formula in a person's body. "YES! I did it! The Anti-Goblin Serum is a success! You heard that Qrow?!" He asked Qrow, who is currently taking a nap on a couch nearby, after getting drunk from drinking too much with Wolverine last night. "Typical."

 _"_ _Don't be too sure…"_ Ero, Peter's spider other, appears in his astral form next to Peter. _"Until we try this out on a real life specimen, we won't know for certain if it works or not."_ He said to Peter.

"I know. Thankfully, I heard from Ozpin back on Remnant that Akuma managed to find a lone Goblin Nation member while he was out training and is currently in custody at Beacon. I'll try it out when we get back." Peter informed his other.

Peter turns to his Webware and opens up a holographic screen, where he sees Vision and a Spider-Man clone that Peter created using his new powers currently working on repairing Penny somewhere else in the tower. "Vision. Other me. How's the progress on Penny 2.0?" He asked the two of them.

 _"_ _Smoothly, other me."_ The Spidey clone replied to his real self.

 _"_ _We should be about done by tomorrow at the very least."_ Vision said to the real Spider-Man.

"Good. Ruby's gonna be really happy to see Penny again after what Goblin did to her. Keeping doing what you're doing guys. Good luck." Peter said before turning off the call. He then turns around to see another clone he made holding onto his costume.

"Okay, real me. Managed to fully equip the E-ISO and A-ISO into your suit. My suit. Whatever." The clone said, confused about them being the same person but not really.

"Thanks." The real Peter said, accepting the costume from his clone and puts it on. As he does, his lenses and other parts of his costume light up a neon red. "So what kind of ISO-8 did you use?" He asked his clone, even though he should know the answer as they share the same brain, but Peter feels like being a redundant today.

"It's our own restricted ISO-8, bound to our own DNA so that only we can use it." His clone answered him.

"Like what?" The real Spidey asked.

"For the E-ISO: It's the Inventive and Tangled Empowered ISO-8. And for the A-ISO: It's the Arachnid and Targeted Augmented ISO-8." His clone answered him again.

"Sounds useful. Can't wait to try it out on Goblin himself." The real Peter said.

 _"_ _Even with this new and improved ISO-8 that are embedded to your costume, I still feel like it won't be enough to match Goblin's ever increasing power, and it certainly won't be enough to allow you to use both your auras at once without risk of killing yourself."_ Ero informed the two Peters.

"How come?" The real Peter asked his other.

 _"_ _To fully be able to safely use both your Great Weaver and Other auras at the same time, one must have fully evolved through the natural evolution process."_ Ero started informing his host. _"Because of you not naturally evolving from inside that cocoon months ago on Remnant, the only other way to completely be synchronized with both auras is to surpass death itself."_

"Great. Care to tell me how?" The real Peter asked him, not understanding what he meant by surpassing death itself.

 _"_ _No. This is something you must figure out yourself."_ Ero replied to him.

"Figures." Peter said with a shrug.

"So, what should we do if we can't use both our auras at the same time?" The clone Peter asked the other.

 _"_ _We must simply power up the two, separate auras as they stand now. Stark said you can combine any significant energy source with the E and A-ISO. I recommend that we combine your already unique ISO-8 with the power from the Great Web of Life itself, to create a more powerful ISO-8 that will truly give us an edge against Goblin."_ Ero suggested.

"Great idea. We can use this new ISO-8 and equip them to the Iron Spider Armor." The real Peter said.

 _"_ _Even still. I don't think you armor will be fully compatible with the new ISO-8 we're going to use without proper regulation."_ Ero said, thinking that a Great Web powered ISO-8 will be too much for the Iron Spider Suit and that Peter might not be able to fully control the immense power.

"Already on it. I'll start remodeling the armor so it can safely regulate the ISO-8." The clone Peter said before running back to the armory to start remodeling on the armor.

"And while he does that, I'll start creating a new program for the armor so that way I can safely tune and harmonize to the ISO-8's power without the risk of killing myself when using it." The real Peter said, as he immediately starts working on a new program for his armor on his computer, creating a folder that has the symbol of ace and joker, the symbols you would find on poker cards.

 _"_ _Good thinking. Good luck, Peter."_ Ero said before he disappears from the lab.

* * *

 **Another hour later over at Avengers Tower**

Spider-Man is still working on creating a new program for his new armor that could fully harmonize with the new ISO-8 he'll use that gains its power from the Web of Life and Destiny. He has already made a number of concepts and the designs that his armor will change into, indicating that he's actually making an upgrade to his Style Change program that he created for his armor previously on Remnant.

While he's doing research and running some simulations on his computer, Spidey hears a familiar voice coming from the hall. "Yo! Yo! Yo! Spidey!" Peter turns around to see a blond teenage two years older than him and wearing a blue suit that has the number " **4** " plastered on his chest. Standing next to the kid is a blue-eyed man with blue shorts and orange, rocklike skin.

"Well, well! If it isn't Johnny Storm and Ben Grimm of the world famous Fantastic 4." Peter said as he walks up to his friends from the Fantastic 4.

"You know it. How'd you been, Pete?" The Thing asked him while giving the wall-crawler a fist bump.

"Oh you know the usual: Saving lives, getting hated on by Jameson, traveling to alternate dimensions where I must stop mad tyrant from taking over all of reality." Peter nonchalantly said to his friends.

"Sounds like our lives in a nutshell, just without the part with Jameson hating on us forever bit." Ben said with his arms crossed.

"So, what brings you two here at Avengers Tower, because last time I checked you two have your own tower to live in and you're not Avengers?" Peter asked them.

"Same could be said about you." Johnny joked with a smile, getting a growl from Peter since he's not an Avenger.

"We thought we check up on you since we heard what Osborn has been up to. That, and Reed and Susie are with the kids somewhere in space dealing with some alien diplomat stuff and won't be back for a couple of hours, so we kind of have nothing else better to do now." Ben informed Spidey.

Peter face palmed before simply shrugging it off. "As usual, the smartest man in the universe is not here when we desperately need him."

"So, where are the other Avengers?" Johnny asked Spidey.

"Right now, Cap and Iron Man are over at the other world I was stuck in with Nick Fury. They said they're going to talk with the Headmasters and the council over there but haven't informed me why." Spidey said to the Fantastic Two.

"Probably some classified information that only _Avengers_ should know about." Johnny again teasing Spidey not being an Avenger.

"I'll pretend I didn't hear that, Torchie." Spidey said, annoyed from his constant teasing. The three of them turn around to see the door open and find the rest of Team RWBYP and Team JNPR walking into the room. "Hey guys! How was the tour through New York?" Spidey asked his Remnant friends.

"It was AWESOME! This city is amazing!" Ruby said, all excited after finishing the tour through Manhattan. "We checked out Time Square, Central Park, the Empire State University, and so many other places I don't even remember their names!" She said, still all giddy and hyper.

"Mary Jane sure knows how to give a tour." Yang said with a smile.

"And she did look beautiful while she did." Jaune said, acting like he has a crush on MJ.

"You said it." Ren said, as he too has developed a crush on MJ. The two of them don't notice both Pyrrha and Nora looking a little jealous behind the boys, but decided not to say anything for the time being.

"Anyways, who are these two?" Weiss asked while looking at Johnny and especially Ben Grimm's rocky appearance.

Johnny lights up a small flame from just his finger while giving them cool-looking smile. "Johnny Storm. The Human Torch. Hottest superhero in all of New York, and a WAY better hero than Spidey over here." He points to the crossed arm Peter that is standing behind him.

"And yet you still can't beat me in a race." Spidey nonchalantly said, referencing the numerous races the two would have against each other across the city.

Johnny turns around and faces Spidey with a serious look on his face. "Hey, I LET you win some of those races, dude."

"Of course the guy who's _constantly_ getting in second place would say that. You do know have video footage of all the times I OWNED you, right?" Spidey started arguing with the Human Torch, who looks like he's starting to light up in anger.

"How about this time we have a FIST fight instead, huh Webhead?" Johnny asked, as part of his body is covered in flames.

"Bring it on, Hothead." Spidey dared him, but before the two could start fighting, Ben Grimm stops them from doing anything stupid with his hands.

"Cool it, lame brains, before your silly fight burn down the entire building." The Thing told them.

"He started it!" The two knuckleheads said in unison while pointing at each other, causing Ben to sigh at their stupidity.

"Are they always like this?" Pyrrha asked the rock man.

"As far as I can remember, yeah. These two have so much in common that I'm still having a hard time figuring out which is stupider." Ben answered the redheaded warrior's question. "Anyways, allow me to introduce myself. The name's Ben Grimm, but I'm also called The Thing."

"Wait a minute. Your last name is 'Grimm?'" Blake asked him while giving Ben a funny and confused look.

"Uh…yeah. Why?" Ben answered while raising an eyebrow, a bit surprised that she didn't question his ridiculous superhero name.

"We actually have Grimm back in our world." Ruby answered him.

"Oh really? What are they like? I'm pretty sure they are all as handsome as me." Ben asked happily and a bit excited that there are those named Grimm back in their world.

"They're monsters of mass destruction that want to destroy all life on Remnant and have been the cause of all our suffering for so many years." Nora nonchalantly replied to Ben.

"…Oh." Ben said, as his happy face immediately turns into a shocked one.

Johnny laugh at his teammate's expense. "I guess you're pretty famous in their world, huh Ben? They're probably as ugly as you." He said, angering the rocky Grimm.

"Yeah, and now you'll learn just how dangerous we are!" Ben said, as he starts running over to Johnny to clobber him, only for the blond teen to quickly move out of the way, causing him to collide with a wall.

"I'll see you later, Spidey. FLAME ON!" Johnny shouted, covering his entire body in fire as he shouted his catchphrase, getting an awe from his new Remnant friends as they never saw a person cover himself in fire like that and not die. The Human Torch then flies out into the halls with the Thing chasing him down.

"Get back here, flame brain! I'm not done pounding you yet!" Ben shouted as he leaves the room.

"Huh?! Wait! What just happened?" Qrow asked, suddenly woke up from his couch after hearing all that racket thanks to Ben and Johnny.

"Nothing important." Peter replied to him.

"Okay. Going back to bed." Qrow said with a yawn before sleeping again.

"So what's your connection with those guys?" Weiss asked Peter, wanting to know his relationship with Johnny and Ben.

"I've met them and the rest of the Fantastic Four ever since I started my career as a superhero. I have a really good relationship with the team that stands strong to this day, especially Johnny. Despite our recent argument just now, the two of us are really good friends and always stick out for each other." Peter explained his backstory with the Fantastic 4 to his Remnant friends.

"Aw, that's so sweet." Ruby said.

"So, should we head back to Remnant now?" Jaune asked Peter.

"Yeah. Glynda already went back earlier with Cap and Iron Man, and I need to test out the cure that I just made." Peter informed them.

"Does that mean you've completed the cure?" Pyrrha asked the Wall-crawler.

"Hopefully. I've already ran a few simulations on the computer, so it SHOULD work. I'm gonna test it out on a captured Goblin Goon that Akuma beat up back in Remnant, and hopefully it should do the trick." Peter replied to her.

"Then what are we waiting for? Let's wake up my uncle and head back to Remnant." Yang said.

"Yep. Let's hope this thing works. I REALLY hope so." Peter said.

* * *

 **Back in Remnant**

After arriving back in Remnant, Team RWBYP, Team JNPR, Qrow, Ozpin, Glynda, and Winter all meet up in her ship, where an unconscious Goblin goon is tied up to a chair, unable to move.

"Alright, Spidey. He's all tied up and ready to be de-goblinfied." Winter said to Spider-Man.

"Aw thanks, Winter, and I didn't get you anything." Spidey said with a chuckle to end his little joke. He then materializes a small syringe device from his Webware, filled with his newly completed Anti-Goblin Cure.

"Will this work?" Ozpin asked Spidey.

"I hope so, otherwise I'll be ashamed to call myself a scientist." Spidey replied to the Headmaster.

"We've come this far to fail. I'm willing to bet it will work." Glynda said to sooth Peter's fears of failing.

Spidey quietly turns his head to his friends, who all give him a comforting nod that his formula will cure the infected White Fang goon. He replies to them with a nod of his own before walking over to the infected goon. "Alright, buddy. Doctor Spidey is here to give you your medicine. Just please work." He said to himself, as he slowly and completely injects the cure into the goon's green skinned left arm.

Spidey walks back a little from the infected patient, and everyone in the ship patiently wait a few seconds to see if the cure has worked. Then, slowly, the infected faunus' green skin slowly reverts back to his original skin color, with the dragon-like scales on his face disappearing, as well as his black eyes turning back to normal as well.

 _"_ _Injection complete. Scans show no traces of the ISO-Oz formula left the patient's systems."_ JARVIS informed everyone on the ship, and with that wonderful statement, they all loudly cheer for the cure actually working.

"AH-HA, it worked!" Qrow happily said.

"You did it, Peter!" Ruby shouted while happily giving Peter a hug.

"You are awesome!" Yang shouted, as she too gives her friend a hug and a few kisses to his cheeks.

"Hey! Hey! I can't take all the credit! You guys did your fair share on creating the cure!" Spidey said, not wanting to be a glory hog.

"Again, must you always be so modest?" Weiss asked him with a smile on her face.

"She's right." Blake said, walking up to Spidey. "You were the one to come up with a way to cure the incurable, something that would've taken your world's smartest months to solve and complete, and yet you did it in less than a month. You deserve this win more than anybody." She said with a smile on her face as well.

"Ha, guess I should, shouldn't I?" Spidey asked while rubbing the back of his head, receiving a nod from Blake. "Well, thanks for that. Now that I know this stuff works, I can start mass producing it so we can all use it just in case we stumble upon a fight between the Goblin Nation."

"Agreed. With this stuff, we're one step closer in beating Goblin." Qrow spoke up.

"Definitely."

"So, where's Cap and Iron Man, Professor Ozpin?" Ren asked Beacon's Headmaster.

"According to Ironwood, they and the other Avengers should be arriving here shortly in, I would say, 30 minutes from now." Ozpin informed them.

"Great. We can spend the rest of that time getting Beacon properly decorated to formally welcome the Avengers. Oooooh, I can't wait to meet the other heroes!" Ruby said, trying her best to keep her excitement in check.

"Come on, Ruby. Let's go get ready before you explode like Nitro. Come on." Spidey said, as he carefully drags Ruby out of the ship, with everyone else walking out with them, but not before Winter puts the cured White Fang goon in a cell since he's still a criminal and unconscious.

* * *

 **Somewhere in a Pocket Dimension**

The Syn Goblin King is currently resting in his new throne room aboard his floating battle fortress: The Neo-Oz Carrier. Using the dimensional transporter, he has teleported his entire armada to a pocket dimension he created, completely undetectable from any radar in the multiverse, biding his time until the Day of Reckoning, which is still far from happening.

As he sleeps, he feels some sort of small itch from his skin, causing him to wake up from his nap. **_"Uh. I don't know why, but something feels…off. I feel something…missing. Like something has been disconnected, but what I wonder…?"_** Goblin asked himself, putting his hand over his face to think of the weird disturbance but couldn't think of what this disconnection could be. **_"I'm must be dreaming. Still tired. I'm sure it's nothing important."_** He said before yawning. **_"I'll just go back to sleep. Maybe that will help fix this 'itch' I have."_** And without a care in the world, Osborn goes back to his sleep, completely oblivious that one of his men have been cured of his ISO-Oz formula, slightly weakening him, but not by much, only a tiny bit of his full power has disappeared.

* * *

 **30 minutes later at Beacon Academy**

Back at Beacon Academy, the decorations to welcome Earth's mightiest heroes to the school have been finished, with red-white-and blue balloons and streamers all across the school lights and front courtyard, a banner in front of the school that says "WELCOME AVENGERS," as well as a red carpet from the landing port leading up all the way to the hundreds of Beacon students and teachers, as well as the teams that were going to participate in the Vytal Festival before it got cancelled like Team FNKI and ABRN, all of them excitedly talking to each other about actually meeting heroes from another world for the first time in their lives.

"Aw man. I can't believe you guys ACTUALLY slept in a superhero team's very own headquarters. That's completely unfair!" Sun said to Team JNPR and Team RWBYP, jealous of the things they did over at Earth.

"I know! Are we lucky or what?" Jaune excitedly asked the monkey Faunus, who just sadly sighs in response.

"So, when are they coming? The Avengers, I mean?" Neptune asked them.

"They should be here about any minute now. Right Spidey?" Weiss asked the web-slinger, but finds he's not with them at the moment. "Uh, Peter?" She asked, as each team look around their area to look for the missing web-slinger.

"Found him!" Ruby said, pointing to Spidey giving out autographs to his fans, human and faunus alike.

"Unbelievable." Blake face palmed.

"I'll get him." Yang said, walking over to Spidey's location and painfully dragging him back to the group by his ear.

"Hey, hey, hey! Ouch!" Spidey said in pain, as Yang lets go of his ear. "Ow! Thanks! I'm probably deaf now." He complained.

"Your welcome." Yang replied with a smirk, crossed armed. At that moment, Ozpin, Glynda, Winter, and Qrow walk up to meet with the kids and spider hero.

"So I believe we are all set?" Ozpin asked everyone.

"Yup. Everything is decorated and ready for the heroes' arrival." Ruby replied to the headmaster.

"That's great. Good job, students." Ozpin said with a smile while sipping from his mug full of hot coco.

"So, how long should we wait for Stark and the others?" Qrow asked everyone.

"Personally, I hope Stark doesn't make it." Glynda said, crossed armed.

"Why not?" Winter asked her.

"That guy just gets on my nerves. Let's leave it at that." She said, still crossed armed.

 _"_ _Hey, Glynda. You missed me?"_ Suddenly, Tony Stark calls her through her Scroll, catching her completely off-guard.

"Stark?" She asked him through her Scroll, not remembering ever giving him her number to call her.

"Tony? Where are you?" Spider-Man asked his billionaire genius from Glynda's Scroll.

 _"_ _Free-falling from about 10,000 feet in the air close to your school. Here I'll put some music and fireworks for my awesome arrival."_ Tony answered him.

 **BGM-AC/DC- Shoot to Thrill**

And just like Tony to do, the playboy hacks into Beacon's PA system and starts playing "Shoot to Thrill" through the school's speakers, catching the attention of all the students and teachers currently at the premise. Then, a second later, everyone on the ground look directly up to the sky to see, what appears to be a man in a red-and gold armor flying down to the school while flying pass the numerous fireworks he fired off from his armor, and after a few seconds, Iron Man, in his new armor, lands at the other end of the red carpet with his signature landing style, standing up and gesturing his arms up high in the air while numerous other fireworks fire off from behind his back.

The people of Beacon all cheer and scream excitedly from his awesome entrance, everyone except for Ozpin, Glynda, and Winter, as they just stand there completely motionless and speechless as they never met a man like Tony Stark pull off such a reckless and crazy entrance like that.

"YEAH! THAT WAS AMAZING, TONY!" Qrow shouted, clapping loudly for his spectacular performance, with the music in the background getting louder and louder from all the cheering.

As Iron Man slowly walks up to his new and adoring audience, repeatedly pointing his gun-shaped fingers at his new fan club, he uses his new armor's nano-machines to slowly take off the armor and transform in a regular, black business suit, revealing his hair and face to his audience, giving himself a round of applause.

"And THAT is how you make an entrance, people!" Tony shouted to the people of Beacon before turning off the school's PA system, so he can bask in the cheers and screams of his new fans.

 **BGM Ends**

"That was so AWESOME!" Ruby fangirled as Tony walks up to Spider-Man and the others.

"That was stupid! Was all of that really necessary, Mr. Stark?" Glynda angrily asked the non-fazed Tony Stark.

"Well, when you're a genius billionaire superhero like me, of course I have to make an entrance that massive." Tony replied to her.

"You could've gotten hurt, or worse!" She shouted at him.

"Y'know. You remind me so much of Pepper the way you say that. I guess we are meant for each other." Tony joked, causing Glynda to just stop arguing and annoyingly turn away from the playboy.

Tony smiles behind her back before turning to Ozpin. "So you must be that other Oz I've been hearing so much about. Glad to finally meet you." He said, giving Ozpin a warm handshake.

"Nice to meet you too, Mr. Stark. That was quite the entrance you just made there." Ozpin said, letting go of the handshake.

"You know what they say: First expressions are everything, even when you're from another dimension." Tony said before turning to Spider-Man and his friends. "Hey kids, what's up? Did you enjoy the show?" He greeted the kids.

"Enjoy it? We loved it!" Jaune said, with his eyes still filled in astonishment from that amazing entrance.

"You were incredible, Mr. Stark! How were you able to take off your armor like that?" Sun excitedly asked his new favorite hero.

"Just some nano-machines that I embedded into my new armor." Tony answered him.

"You mean the one that was almost finished?" Weiss asked him, remembering how Tony has a new armor that was going to be finished by the time he arrived at Beacon, which is today.

"Yup. Model 37. Also known as…" Tony then mentally manifest his new, sleek red and gold armor coming out from his skin, getting a stunned look from the students and teachers around him as his helmet is finished manifesting, with the eyes glowing a bright blue. **"The Bleeding Edge Armor."** He finished, getting a stunned "Whoa" from just about everybody around him.

"I've never seen an armored suit do that before." Winter said, still stunned as everyone else.

 **"** **That's because your world doesn't have anyone as smart, or as handsome, as me."** Iron Man told her, bragging about his genius.

 **"** **Not to mention having a huge ego like you as well."** A random, robotic voice said near the large crowd. A few seconds later, a man in a black, hi-tech suit similar to Tony's but packing a lot more firepower lands right next to him, surprising the crowd from his sudden appearance. **"Fury's gonna be really mad at you for jumping out of the Quinjet like that, you know that right?"** The man in the black armored suit asked Tony.

 **"** **Ah, let him. That one-eyed man will never know the first thing about fun."** Tony replied to him.

"Hey, War Machine!" Spidey waved a few feet from his familiar friend in the armored suit to greet him.

 **"** **Well, well. If it isn't my favorite, wise-cracking Wall-Crawler."** War Machine said, giving Peter a fist bump. **"How you'd been, Spidey? It's been a while since I last saw you."** He asked the arachnid.

"Yeah, well. I've been busy." Spidey responded to his question.

"So you're War Machine?!" Ruby asked him from Peter's side.

 **"** **Yup."** War Machine lifts up his faceplate to reveal his black skin, brown eyes, and brown hair. "Colonel James Rhodes of the U.S. Air Force. Happy to meet you all!" He said, happily waving at the students of Beacon.

"So you must be the sidekick Tony talked about." Nora asked him, getting a confused and shocked look from Rhodey, as he wasn't expecting to be called a sidekick.

" _Sidekick?_ " He asked before sternly looking over to Tony, who is just whistling to himself. "Nu-huh. You do not tell these kids I'm your sidekick?" He asked his friend.

 **"** **What? Don't you like the instant recognition? Besides, you were gonna be called that a lot sooner or later."** Tony casually replied to his best friend, getting an annoyed groan from him. **"So, how's the new Mark III working out for you buddy?"** He asked him about new his armor.

"Works like a charm. Can't wait to test it out on Goblin and whatever that lunatic has in stored for us." Rhodes replied to him.

"Glad for you to be on our side, Colonel Rhodes." Ozpin said to Rhodey. "With your help, I'm sure this war will be over in a flash."

"What I can say? If you want to win a war…" Rhodey puts on back his faceplate, with his eyes glowing red. **"Always bring in the War Machine. Goblin won't know what'll hit him."** He said with the suit's voice filters.

 **"** **You've been saving that, haven't you?"** Tony asked him.

 **"** **Shut up, Tony."** War Machine replied to him, getting a chuckle from his audience.

"So, are the others coming or not?" Spidey asked the two armored men, wanting to know the current location of the other Avengers.

 **"** **Don't worry. The other Avengers should be arriving any second now, starting with Big Green."** Tony answered him.

"Big Green?" Yang asked him curiously.

"Wait, you don't mean…?" Before Spider-Man could finish his question, everyone hears a loud, monstrous roar coming from the distance and getting closer and closer to the school before something big, green, and wearing purple, ripped up pants lands a few feet from them. "AH-HA! Hulk! I knew it was you!" Spidey said, excited to see his big, green friend.

"Hey, Bug-Man. Long time no see." Hulk greeted his spider friend with a smile.

"Ha! I know. How's my favorite smasher doing?" Spidey asked him with a high-five, only to be knocked back by Hulk's enormous strength, crashing down to Jaune and Sun to the floor. "Forgot that he's like 1000x stronger than Yang…" Spidey said dizzy, while he and the other two boys he landed on groan in pain.

"So where's Goldilocks?" Hulk asked his friends.

"Who? Me?" Yang asked while pointing to herself.

"Not you…" Hulk said, as he and everyone else starts to hear thunder from the clouds above the school. "Him." He finished with a smile.

Then, through a bolt of lightning that strikes the ground next to the large crowd of students, teachers, and heroes, a man wearing a helmet with wings, blond hair, a red cape, and an armored tunic with a silver plating covering his arms and legs stands up while holding a hammer in his hand.

"Ah, greetings, friend Spider. How'd you been?" Thor greeted the Web-head.

"Thor!" Spidey said, recognizing the god.

 **"** **Hey Thor. Glad you could join us in this other dimension."** Iron Man said as Thor walks up to his teammate.

"It's only natural for me to be here, Stark, especially when I first heard my wicked brother Loki is involved in this new crisis." Thor said to Tony before turning his attention over to the people of Beacon. "Greetings, People of Remnant! I am Thor, son of the All-father Odin, prince of Asgard, and the God of Thunder!" He introduced himself to his new allies, getting a loud cheer out of the students and teachers.

"Oh my god. You really are friends with a god. A REAL god." Pyrrha said to Spidey, completely shocked that they are in the full presence of an actual god.

"Told ya." Spidey said with a smirk behind his mask. Then, for some reason and without looking, he lets out his left leg to the left of him, and before he knows it, someone trips from running too fast. "What? Didn't see that coming, Quicksilver?" Spidey asked, as the silver-eyed Avenger stands up from the ground.

"Heh. Caught me by surprise. Won't happen again." Pietro said with a smile.

"Who are you?" Ruby asked the speedster, who suddenly appears right behind her, catching her off-guard from his speed.

"The name's Quicksilver. Fastest hero on the planet." He said, running all around the school in about a second before arriving back with the kids. "Nice school you got here. Much bigger than Xavier's I have to say."

"Amazing! You're faster than me!" Ruby said, amazed to meet someone faster than her.

"That's perfect. Just what we needed, another lunatic speedster." Weiss said annoyingly while crossing her arms.

 **BGM-The Avengers Movie OST- Theme Song**

From the rooftops of Beacon, Akuma was busy meditating to himself again, not wanting to get involved with the festivities below, that is until he opens his eyes to hear the sound of a jet closing in to the school.

The students, teachers, and the Avengers that have already arrived look in front of them to see a Quinjet about to land at the opposite side of the red carpet. **"Well then. Look who finally decided to show up."** Iron Man said as the Quinjet completely lands on the ground.

Everyone in the crowd put all their focus and attention to the airship that is unlike any aircraft they've seen in Remnant. The back hanger of the Quinjet slowly starts to open up, where Spidey and the other Avengers almost immediately recognize their faces. "And here they are, ladies and gentlemen!" Spidey said to the people of Beacon, as the hanger door of the Quinjet completely open up to reveal the rest of the all-star members of the Avengers and some other heroes, accompanied by Nick Fury and James Ironwood: Captain America, Black Panther and his wife Storm, Hawkeye, Black Widow, Scarlet Witch, Vision, Wasp, Yellowjacket, Wolverine, Cyclops, and Doctor Strange, as they all walk out of the Quinjet, standing by each other side-by-side.

The people of Beacon are absolutely speechless to see heroes, actual heroes from another dimension for the first time in their lives, marking this day the first time two groups from two worlds meet face to face.

"Hello, People of Remnant!" Wasp shouted as she shrinks to the size of a wasp.

"Earth's Mightiest Heroes have arrived!" Hawkeye said while posing with his bow and arrow.

"Oh…my…god…" Ruby said, almost speechless and just as stunned as her friends next to her to see this many heroes at once.

Ozpin walks in front of the crowd to meet up with the one and only Captain America. "Captain." He simply said to Steve, with the two of them deeply staring at each other's eyes.

"Headmaster." Cap replied to Ozpin, as the two give each other a warm and welcome handshake.

"It's an honor to finally meet you." Ozpin said to him with a smile.

"Thank you, Professor." Captain America formally replied to the Headmaster of Beacon, as the students and teachers cheer loudly than ever before, as the two are already getting along so well with each other.

 **BGM Ends**

While the Avengers and the members of the X-Men that arrived greet and meet with the students of Beacon, Nick Fury walk up to Iron Man and Spider-Man's direction. "Hey Samuel L. Jackson! How was the trip to Remnant?" Spidey joked while asking Fury a question.

"Fine. And would you stop calling me Samuel L. Jackson? For the last time, I don't look like him." Fury replied to Spidey, as he's already tired of being compared to a famous actor.

 **"** **Actually, you kind of do."** Tony casually replied to the Director, who turns to the armored hero with a stern look from his one eye.

"Don't think I forgot that little stunt you did a while back, Stark." Fury said to Tony.

 **"** **I just wanted to show off to our new friends. Give them a taste of what we do back on Earth."** Tony replied, which leaves Fury to groan to himself while Peter laughs at his expense.

While that's happening, Black Widow is walking up to Winter, who was busy talking War Machine. "Winter Schnee?" Natasha spoke up to get the elder Schnee's attention.

"Yes, you must be Agent Romanoff, correct?" Winter asked Natasha.

"Correct. I've heard a lot about you and your skills from your General, and I must say, I'm impressed at your work as an Atlas Specialist." Black Widow said to her.

"Same thing could be said about you and your work as a spy." Winter said as the two gives each other a handshake. "Looking forward to working together with you." She said with a smile.

"Likewise." Black Widow replied with her own genuine smile of her own.

Not far from the two military soldiers, Yang and Hulk are busy having a conversation of their own. "So Hulk, I hear you're the strongest hero there is. Is it true?" Yang asked the green goliath.

"Yeah. No one is stronger than me, no matter which world I'm in." Hulk replied to his lesser.

"Is that a fact?" Yang asked with a smirk. "How about you and I go a few rounds and prove which one of us is truly stronger?" She asked him, slamming her fists together to dare him to fight her.

"Heh. Don't blame me if you get hurt, little girl." Hulk said to her face while smiling.

A few feet from the two powerhouses, Nora is busy yapping her mouth while talking to the God of Thunder. "Can you really channel lightning? What's that hammer made out of? How strong are you? And are you my inter-dimensional cousin?" Nora asked Thor in rapid fire succession.

"Hmph. You have a lot of spirit, young maiden." Thor said, smiling at her high energy as if she reminds him of himself back in her age. "Tell me, what is your name?" He asked the hyperactive hammer girl.

"Nora Valkyrie!" Nora replied while saluting to him with her hammer to her head.

"Ah, your last name is Valkyrie? Interesting." Thor said, still smiling. "I know of a friend from Asgard who also goes by that name. Let's hope you too share her taste for thrill-seeking battles." He said while pointing his hammer, Mjolnir, up close to her, swinging it around a few times in the air.

Nora giggled. "I do love me a good fight…" She then takes out her own hammer, Magnhild, into her hands tightly. "Especially when I get to whack things with my hammer." She said with an evilish smirk, swinging her hammer around her area to show off to Thor.

The Prince of Asgard chuckled at her spirit as he turns to the other members of Team JNPR. "I like her!" He said very proudly to her teammates.

Jaune, Pyrrha, and especially Ren are completely dumbstruck over how the two are getting so well with each other that it's almost terrifying. "I-I can't believe it…Nora is actually getting along with a god that acts exactly like her…" Ren said, still completely stunned and wide eyed as he sees the two hammer-wielding heroes playing around with their hammers with each other.

"I don't know if that's cool or scary…" Jaune said, sharing the same facial expression as him.

"Me neither." Pyrrha said, just as shocked as the other two.

On another side of the courtyard, the mutants that have arrived to Remnant are talking to some of the Faunus students in Beacon, more specifically Blake, Sun, and Velvet. As they talk, Wolverine smells a familiar scent, someone he has fought plenty of times before.

"What is it, Logan?" Storm asked her distracted friend.

"I smell someone." Logan told her as he uses his nose to sniff out the air again. "Akuma." He snarled at that name of the demon fighter.

"Greetings, Wolverine." Both the mutants and Faunus turn around to see Akuma walking up to the two groups, packing that same, non-interested look on his face.

"What's this guy doing here?" Scott asked, getting his visor ready just in case he tries to attack them.

"He's here to help." Sun said to Cyclops.

"Help?" Scarlet Witch asked, wondering how and WHY Akuma of all people wants to help them out.

"Goblin used me, and for that, he must pay, even if it means I have to work with you low-lives." Akuma simply told them, standing face to face with one of his longtime rivals, Wolverine.

"Fine. Just as long as you don't try anything funny, otherwise Goblin won't be the only one you should worry yourself about." Wolverine warned Akuma, who is unfazed by his pathetic threat, responding with only a "Hmph" and then walks off to the Emerald Forest to do some more physical training alone.

* * *

 **Ozpin's Tower**

Up in Ozpin's own office room, after greeting most of the people of Beacon, The Secret Defenders of Remnant have just finished explaining the full story of the relics, Maidens, and Salem to some of the Avengers, X-Men, Doctor Strange, Nick Fury, and Winter with Spider-Man and the rest of Team RWBYP accompanying them.

"And there you have it, Captain." Ozpin said, having finished the story to Captain America and his teammates.

"Hmmm." Steve thinks to himself for a moment, processing everything he has just heard from Ozpin and his allies. "I can see why this could be a problem. Now that Goblin has the power of these maidens, that monster is possibly the only one who could gain complete access to the relics. There's just no telling when he might collect them though." Cap said to his Remnant allies.

"As far as we know, none of the chambers have been open, so Goblin doesn't have them, at least not yet." Qrow said to the Captain.

"Man. Who was the _genius_ that decided to hide ancient, powerful artifacts that could change the world at a school? That sounds incredibly dumb to me." Hawkeye said, thinking that hiding powerful items like that at a school is really stupid.

"But it does make a lot of sense, Clint." Doctor Strange said to the archer. "As someone who also harbors and protects powerful items like these relics, having a countless amount of trained warriors around them is the perfect defense."

"Still, a school? You couldn't just throw them into space, or, I don't know, destroy them?" Clint asked.

"That's extremely risky. Even we don't know what might happen if the relics get destroyed, and at this point, we don't want to create an even bigger problem than the one we have now." Ironwood said to him.

"Whatever." Hawkeye said with a shrug.

"So Doctor Strange, we've heard a lot about your abilities. Is it possible that you can open the chambers and secure the relics for us for the time-being?" Ozpin asked the sorcerer while Qrow drinks and finishes the beer from his flask.

"Of course, Professor. As the Sorcerer Supreme, I can just about accomplish anything." Stephen said, mentally using his magic to magically refill both Qrow's and Ozpin's cups filled with beer and hot coco respectively, much to their surprise and delight.

"Oh, Strange. Where have you been all my life?" Qrow asked with a smile, drinking from his refilled flask full of beer.

Strange smiled before turning back to Ozpin. "Once I've opened up the chambers and secure the relics, I can transport them to a pocket dimension using the Eye of Agamotto that will be completely undetectable from both the Goblin and Salem, as only those of pure heart and a clean soul could have any hope of finding it." He said while holding onto the mystic eye that's hanging on the center of his cloak of Levitation.

"That's extremely reassuring, Doctor. You have no idea how much that will help." Ozpin said with a smile, with Doctor Strange taking a kind bow from his praise.

"Great. With that little problem solved, that just leaves trying to find and stop Goblin." Ruby said.

 **"** **Right, and if we want to have any chance on beating his forces, you kids need to be prepared."** Iron Man said to Team RWBYP

"Prepared?" Weiss asked Tony, wondering what he meant by that statement.

"Correct. And not just you four, but the students from all four academies are gonna undergo some serious training regiments." Captain America said to them.

"Why? We already know how to fight." Yang told him.

"In a regular fight, sure. But this is war, kid, and it's against an enemy your world has no clear-cut experience with handling." Nick Fury said to the blond. "As it stands, you kids are still _awfully_ ill-experience, and if we want to be ready when Goblin brings out his big guns, you all need to get ready, and fast. And your regular studies aren't gonna cut it."

"That is why before we arrived to Beacon, we went and talked to all the Headmasters and Councilmen, and we eventually agreed to start a new training program for all the academies." Ironwood continued from Fury.

"And what would that be?" Blake asked the General.

 **"** **We're calling it: The Avengers Academy Program."** Iron Man told them.

"The Avengers Academy Program?" All of Team RWBYP asked in unison.

 **"** **Yup. We figured that if you're going up against an out-worldly threat, it's best to be personally trained by that world's heroes, and with that, obtaining the ultimate fighting experience from heroes from two different worlds."** Iron Man started talking. **"For the next month, the Avengers, SHIELD, and other of Earth's heroes will help train the students of Remnant. Not only to get ready to fight against Goblin, but to also be properly prepared for any other future threat in the universe that might show up in this dimension. Every day after your regular classes, you will all meet up here at these places on Earth…"** Tony uses his armor to project a hologram of Avengers Mansion. **"For Beacon, they will study over at Avengers Mansion in New York. Mistral: A Stark Industries facility over at upstate New York. Vacuo: Avengers Island in the Atlantic Ocean. And for Atlas: The Avengers Compound over at Los Angeles."** He said, showing off a hologram of each area to the kids. **"All areas are currently being remodeled by Stark Industries for the students and won't be done until tomorrow. That's when we'll start."** He finished explaining to them.

"But how can we properly train? Dust doesn't work anywhere outside of Remnant." Weiss reminded them of the flaws of Dust outside it's world atmosphere.

 **"** **Don't worry about it. Stark Industries is currently working together with the Schnee Dust Company to create a new type of Dust using the ISO-8 which will allow you to use them any dimension. We're calling it: The ISO-Dust."** Tony replied to her.

"The same stuff that MACH-X and the U-Foes used to become so strong." Spidey said, remembering how Goblin already combined both the Dust and ISO-8 to give those formidable foes their immense strength.

"That is why the kids will only have access to an ISO-Dust chip, so we won't have to worry about a building blowing up from a training session. But we can trust your team and Team JNPR with the more advanced stones." Fury said to the Spider.

"Perfectly understandable, just don't blame me if Ruby here blows something up. "Spidey said while pointing at a chuckling Ruby besides him.

"In addition to instructing each academy, some of us will also personally mentor some of you." Captain America spoke up from the group. "I've already chosen to mentor both you and Mr. Arc, Ruby." He said towards Ruby, who is very surprised that he picked her and Jaune to personally train.

"Me?! Really?!" She asked all excited.

"Of course. From where I stand, both you and Jaune are good leaders, but not the best. I will make sure you become the best leaders you can be, along with training you in hand-to-hand combat." Cap said to her.

Ruby sadly groans from hearing the words "Hand-to-hand combat," something she's not very good at. "But I'm not very good when it comes to hand-to-hand. Why can't I just stick with my Crescent Rose?" She asked the Captain.

"From what I seen from recent video footage, you rely too much on that gun of yours to attack your opponents, leaving yourself completely defenseless when you don't have it. A good leader must be prepared for anything. There will be times when you don't have your primary weapon, or any other weapon, so you must learn to adapt and fight with just your bare hands." Cap said to her, but she still looks down on the dumps as she doesn't want to learn martial artists. "Take it from Iron Man here." He said while pointing to Tony from behind him. "Before, his primary fighting style was tackling people or blasting them…"

 **"** **And it worked…half of the time."** Tony commented from behind them.

"It wasn't until I trained Tony is when he became much more manageable and learned to properly fight against enemies that you can't normally shoot or slice at." Cap said to Ruby.

"Yeah, I know. I still remember when Tony couldn't properly land a single punch on you." Hawkeye said while trying not to laugh out loud. "It was hilarious. Me and Hulk couldn't stop laughing for the entire week." He said as he starts laughing.

 **"** **Yeah. Just as funny how you were originally a criminal before you joined the Avengers."** Tony said to Hawkeye.

And with that statement, Clint immediately shuts up. "Okay, I'll shut up now." He said, as he hears Team RWBYP laughing at his expense. "Hey! Not funny!" He said seriously.

"Okay…okay. I'll do it." Ruby said to Cap after she finished laughing.

"Good." Cap replied with a smile.

"The X-Men will help tutor and mentor some of the Faunus, staring with Blake here. Is that okay with you, Blake?" Scott asked the cat Faunus.

"Not at all." Blake responded with a smile.

"Spider-Man, if it's alright with you, Jean Grey agreed to serve as your mentor, since you two are both hosts of powerful godlike creatures." Storm said to Spidey about the Phoenix mentoring The Other.

"Me being mentored by the Destroyer of Worlds herself? Suuuure, why not?" Peter said sarcastically, not looking forward to be trained by the World Destroyer herself.

"Just don't make any of your jokes and she might not kill ya." Wolverine said, causing to Peter to tiredly groan.

"Guess I'll train the small Goldilocks for now." Hulk said, turning to Yang.

"Awesome. Can't wait to start with ya, Hulk." Yang said to him.

"If it's alright with you, Ms. Schnee, can I train both you and your sister in the ways of the Mystic Arts?" Doctor Strange asked Weiss, along with her elder sister.

"Really? We learning magic?" Weiss asked the sorcerer.

"Indeed. Your Aura and the way you use glyphs with your Semblance are quite intriguing. I can sense that you two have the potential to at least learn some of my magic. I can image it will be helpful for future battles." Strange said to the Schnees.

"Haha. Isn't that great, Weiss?" Spidey asked his heiress friend. "You get to learn from the Sorcerer Supreme himself. Just think. At the end of this, you might come out as the 'Schnee Supreme.' Like it? Just thought of it." Spidey asked her.

Weiss gasp from just how awesome and fitting that name is for her. "That sounds so cool!" Weiss said, all giddy with excitement before turning to Doctor Strange. "I'll do it." She quickly accepts his offer.

"Well then, I can't let you have all the fun, can I?" Winter asked her younger sister before smiling and turning to Strange. "I'll join in as well." She too accepted Strange's offer to learn in the arts of magic.

"An excellent choice." Strange said before turning to Glynda. "How about you, Ms. Goodwitch? Do you want to join as well?" He asked the professor.

"Huh? Me?" Glynda asked, a bit surprised by his offer.

"Why not? A strong and lovely woman such as yourself is capable in learning a few magic tricks." Strange said, causing Glynda to slightly blush from his complement.

"Well, I, um, sure. I'll do it." She accepted the offer, with the blush still present, with only Ironwood and Ozpin noticing it and chuckling to themselves from seeing her so taken back.

 **"** **Strange. Don't think I don't know what you're doing."** Tony said, jealous as he can tell that Strange is flirting with Glynda.

"What? Being a gentleman, unlike you?" Strange responded with a hint of snark and a smile thrown in, causing Tony to just slightly groan to himself and drop the conversation.

"So who's gonna be the Headmaster for 'Avengers Academy?' Is it gonna be you, Cap?" Spider-Man asked the Captain.

"Nope…" Steve shakes his head with a smile present on his face. "…You." He points to Spider-Man.

All of Team RWBYP stand there in shock and disbelief that Spider-Man, Peter Parker, is gonna be the Headmaster for Avengers Academy. The girls look at Peter, who looks stunned at first before he starts laughing. "Ah man. That's funny, Cap." He said, thinking he's joking. "No seriously, who's the Headmaster?" He asked again.

"Like I said, you." Cap replied, with the smile still present on his face.

Then, as if a light bulb finally stopped flickering above his head, Spider-Man blinks his eyes for a few seconds before responding. "WAIT?! YOU'RE SERIOUS?!" Peter shouted, as he can now tell that Cap isn't kidding about him being Headmaster of Avengers Academy.

"Hmm-mmm." Cap happily nodded in response.

"But why me? I'm not even an Avenger?" Spidey asked the Captain.

"No, but you are the prime example and the reason why we got the idea for Avengers Academy in the first place." Cap said to Peter. "I've seen the video footage of you leading the forces of this world fighting against Goblin's Army when he attacked Vale and when you raided his castle. I've noticed that your time in this world have not only improved your fighting style, but it has also matured you, improved your leadership capabilities to the point where this entire WORLD believed in your words of hope and never giving up." He said, remembering the footage he saw of Spidey's speech against Goblin. "You have the heart of a true hero, as well as the soul of a true warrior."

"Not only that, but out of all of us, you are the only one here who has the most experience fighting Goblin, as well as knowing how both our worlds work like the back of your hands, so we can put our faith in your decisions." Fury added.

"But still. You're asking me to be essentially the leader of all FOUR Huntsmen Academies. And I'm not always wearing the mask, y'know." Spidey reminded them of his double life as a hero and a student.

"Don't worry about that. Both me and Hank Pym will serve as your co-Headmasters when you're too busy, so you don't have to worry about being overwhelmed." Ironwood said to Spider-Man.

"C'mon, Spidey. This is perfect. Do it. We believe in you." Ruby said to comfort and encourage Peter.

"Still…I don't know…" Spidey said, still unsure about essentially being the lead of an army.

 **"** **You'll get paid."** Tony said.

And with those simple words from the billionaire, Peter immediately blitz over to Iron Man with an incredible speed and gives him a hug. "Oh thank god. I'll do it." Spidey said, as Tony slowly gives him a pat on the back.

"My god…We're doomed." Blake said before she and the other three girls start laughing, before they join a new part of their lives.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So this is it. First day of Avengers Academy. Never thought I would be the one to lead this. We got training rooms, labs, all types of cool stuff at this place. In fact, I think it's time that I show off my new and improved armor to the audience. Time for a little 4-on-4 brawl.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Avengers Academy_**

 **Ruby: A virtual reality training room?! AH, THIS PLACE IS SO COOL!**

* * *

 **KFX here: I'M BACK. In case you were all wondering where I was gone. College. I'll leave it at that. Anyways, yeah. Avengers Academy is now a thing. Get ready to enjoy that for the rest of this story.**

 **Also note that War Machine's armor is based off the one from Captain America: Civil War in case some of you were wondering, along with Hawkeye's and Wasp's costumes based from their appearance from Avengers: Earth's Mightiest Heroes. I think we're approaching the halfway point of this volume, with the plot about to be a little more complex. If you played Megaman X8, you might have an idea on what I mean. Oh, and expect Mary Jane to be a little more relevant in this story (cough*read the Ultimate Comics*). See ya soon for the next chapter.**


	68. Vol 3 Issue 11: Avengers Academy

_Vol 3 Issue 11: Avengers Academy_

 **Above the lush forest of Wakanda**

"…I mean, what's UP with that guy? Is he just a guy in a white monkey suit?" Spider-Man asked while in a conversation with King T'Challa about Man-Ape, while he, Team RWBYP, and some Wakanda lady warriors are flying over the Wakandan forest in the Black Panther's Quinjet.

"Yes." Black Panther simply responded to his question.

"Does a guy in a white monkey suit think other people are supposed to quake in his presence?" Yang asked the King.

"I never got it." T'Challa admitted as they land next to a familiar temple to the heroes.

Everyone walks out of the Quinjet, with Black Panther leading them to the Spider Temple of the Great Weaver, the same temple that Spider-Man and his Remnant friends discovered a few weeks ago about the Spider-Totems of the multiverse.

"Here we are. The Temple of Anansi, the Spider God. Your name-sake." T'Challa said to Spidey.

"Yup. This is definitely the same temple we found back on Remnant. So it really did come from this world." Blake said as she and the other girls check around the exterior of the temple.

Black Panther turns to Spider-Man. "I am still surprised when you told me that YOU are actually the chosen Avatar of the Spider-God, and how you are among the countless other of these 'Spider-Totems' across the multiverse." He said to the chosen Spider.

"I know. I'm still having a hard time taking all of this in." Spider-Man replied to the King of Wakanda.

"I can imagine. For years, my people have heard stories of Anansi and how he would traverse all of Africa on some sort of 'Great Web,' but we never would've imagined he choose a young and brash boy like you as his modern-day reincarnation." Black Panther said to Spidey.

"Brash? Don't you mean awesome and badass?" Spider-Man asked him.

"Exactly my point." Panther said while crossing his arms.

"Okay, maybe sometimes I can be a _little_ brash and cocky." Spidey said while putting his hands behind his head in a relaxed stance.

"A little?" Panther asked while raising an eyebrow.

"You know, like 25% brash. 75% spectacular." Spidey said, causing Panther to just groan next to him. "The point is, that's who I am, and forever will be. Just wished I knew a _little_ more on why I am so important to be considered the 'center of the Great Web.'" Peter said to the King.

"Maybe one day we will find out, but for now let's get ready for tomorrow." Black Panther said.

"Riiiight. Tomorrow." Spidey said, not looking forward to tomorrow. "Can't wait to attend two schools, two jobs, and be the big cheese of Avengers Academy." He said sarcastically.

"Yup." The Wakanda King simply replied to him.

"You do realize this might end in a disaster, right?" Spidey asked the King.

"Very." He replied, causing Peter to groan in tiredness. "Children!" T'Challa shouted to the rest of Team RWBYP, who have just finished looking around the outside of the temple, to get their attention. "We're leaving!" He said as he, Spidey, and the Wakandan warriors that came with them head back to the Quinjet.

"Already?" Weiss asked.

"Can we at least get a souvenir from Wakanda before we go?!" Ruby asked the King as the girls run back to the jet.

"Fine." Black Panther begrudgingly accepted her offer.

"YAAAAY!" Ruby said in happiness as they all enter the aircraft and leave for Wakanda before returning to Remnant.

* * *

 **The Next Day at Remnant, inside the school's Amphitheater**

Spider-Man, along with some of the Avengers, stand next to the circular stage of the amphitheater as everyone gets ready for announcement about the unveiling of Avengers Academy to Beacon, as well as the other three academies through a secured livestream created by Tony Stark and Hank Pym. That way the likes of Goblin and Ultron won't be able to hack through their systems and not reveal to them that Earth's Mightiest Heroes have arrived in Remnant.

All the students are all talking to each other, wondering about what this special announcement could be. From where he could stand, Spider-Man sees his friends over at Team RWBYP and Team JNPR in the middle of the huge crowd. Ruby notices that he can see them and happily waves at him, with Peter nervously waving back at her from the wall.

The Wall-Crawler looks to his right to see Captain America, Iron Man, Fury, Ozpin, Glynda, Hank Pym as Yellowjacket, a surprise Jacques Schnee, owner of the Schnee Dust Company, and Ironwood walking from one of the doors and towards the center stage. The students inside the amphitheater, as well as the students from the other academies watching from the big, holographic TV screens above the crowd, slowly stop talking as they see those eight on the center stage: The representatives of Earth on the left side of the stage, and the representatives of Remnant on the right side, with Ozpin and Captain America walking up to the microphone side-by-side.

 **BGM-Sonic Forces OST- World Map (Eggman's Control)**

"Thank you all for being here today, students." Ozpin started off the speech to all the students in all four academies. "I'll try to keep this brief. As you all know, we are at war with a powerful enemy that our world has never encountered before. One that has the power to end all life, not just on this world, but all other worlds beyond our dimension as we know it. I know it sounds ridiculous, but trust me when I say that if we want to have any hope of beating this enemy, we all need to work together as one. Not just with all the Huntsmen from all four kingdoms, but also with the heroes from the other world known as Earth. They have agreed to help us stop this enemy and bring back the peace we have managed to sustain for so long in our two worlds. And now, I'll like to pass the microphone to Captain America, leader of the Avengers." Ozpin finished, passing the mic to Steve as the crowd clap him on for a few seconds before stopping.

"Thank you, Professor, and hello to you, people of Remnant. My name is Captain America, leader of the Avengers, a team composed of extraordinary individuals with special talents to handle threats that no single hero could handle on their own, and today we need your help." Cap said to all the students from each academy. "In case you aren't aware, the enemy we are facing is a crazed madman known as Norman Osborn, also known as the Green Goblin. In the last few months he has gained immense strength and has infected and gathered a massive army of both our world's most dangerous and terrifying villains, and we're running out of time. Just like what Ozpin said, in about a month's time, our entire reality is on a crash course to destruction, and if we want to prevent that, we must put an end to this war and stop Goblin, but we can't do it alone. That is why I am asking you all to help us. Work together with the heroes of Earth so we can properly prepare to take on Goblin and his forces. That is why, starting today, all four academies of Remnant will be enrolled in a new program that has been approved by your world's council. We're calling it: The Avengers Academy Program. A joint project created by the Avengers, SHIELD, the Atlesian Military, and your school's Headmasters to properly train you for the dangers ahead of us." He said, as the students below the stage and from the holographic monitors start to talk to each other about the Avengers Academy Program.

 **BGM Ends**

 **BGM-Sonic Forces OST- Avatar Menu**

"Every day for the next month, after your regular classes here in Remnant, each of you will be transported to Earth and attend one of these new Avengers facilities to train alongside our world's heroes. Learn how we Earth people fight, take on challenges you wouldn't normally find here in Remnant, so that way you can handle any kind of threat, no matter where they're from in the universe." Captain America continued talking, as four holograms of the new Avengers Academy campuses appear above him. "All funding and technology needed will be provided by the new, inter-dimensional collaboration between Stark Industries and the Schnee Dust Company, thanks to Tony Stark and Jacques Schnee." Steve said, directing their attention to Tony and Jacques behind him, who both start waving at the huge crowd in front of them.

"Glad my father is making ONE good decision in his life." Weiss said from the crowd while she continues clapping for the new collaboration team.

"Along with that, both SHIELD and the Atlesian Military will help provide transportation between the two worlds, along with any additional support during this war, such as extra protection in each kingdom and country in both our worlds." Cap continued as the crowd starts applauding for Nick Fury and James Ironwood on stage.

"And because of how big this Academy is, we have already elected three of its Headmasters, with two of them serving as Co-Headmaster." Steve continued on with his speech. "One of them is the Atlesian Military's General, James Ironwood." He said, as the crowd claps again as Ironwood walks over to the microphone next to Cap.

"Thank you, Captain. I am honored to serve as a big part of this new joint project of ours." Ironwood said to Captain America through the microphone.

"Next, I would like to point your attention to the other Co-Headmaster. He serves as one of the founding members of Avengers, and is one of our world's most brilliant scientists. I would like to thank you all to meet Dr. Hank Pym, also known as, Yellowjacket." Steve said, as Hank Pym walks up to the mic as he takes off his mask, all while the crowd starts clapping for him.

"Thanks, Steve, and I look forward to helping you all reach a brighter tomorrow." Hank said to the enormous crowd of students with the mic.

 **BGM Ends**

"And finally, the person who will serve as your Headmaster. Like many of us, he has fought long and hard for what he believes in and what he thinks is right. Time and time again, he has impressed me and so many others in more ways than we would ever imagine coming from him. And because of that, I can trust him that he will lead us to victory in the coming battles, because he's one of those heroes who never gives up on his friends or the people he protects, no matter the current danger. He has been on your world for months, and knowing him, I can imagine he has left QUITE the impression on all of you with his 'unique' personality." Steve said, getting a chuckle from the crowd. "Now, please, put your hands together for the Headmaster of Avengers Academy: The one, and only, Friendly-Neighborhood…Spider-Man." He finished, as the crowd from all four academies goes wild with clapping and screams for their favorite hero and new Headmaster.

As they turn around, the crowd sees Spider-Man doing what he does best: Showing off, by swinging inside the amphitheater and through the large crowd, greeting and giving a hand to each and every student that he swings pass by until he reaches the top of the center stage wall and sticks to it. "SHAZAM!" He said, getting an even louder cheer from the crowd below.

Glynda face palmed by his childish antics. "Tell me again why it was a GOOD idea to have him lead this program?" She asked Ozpin next to him, who just simply shrugs in response.

"I'm betting $100 dollars that is will end terribly before we all die in a month." Hawkeye betted to Wolverine next to him.

"Deal." Logan agreed to his bet.

Spider-Man descends the wall by a web and lands next to Captain America by the microphone. "Hello students of Remnant! The Amazing Spider-Man here is gonna help teach you how to become the first and ever ultimate, butt-kicking, Huntsmen superheroes of all dimensions!" Spidey said while flinging a fist and a kick in the air. "By the end of the month, and assuming reality doesn't completely shatter at the end, you all MIGHT come out as spectacular as me!" Spidey points to himself all cocky.

"Thank you, Spider-Man for the…encouraging words." Cap said to Spidey before turning to the students, with the rest of the staff and heroes that are already on stage. "Just like what Spidey said, this program will help you grow into the ultimate Huntsmen warriors that will be enough to counter the Goblin Nation. Our worlds' very existence are depending on how hard you all train for the coming weeks. If you can accomplish that, our chances in winning this universal war will be unlimited. So go! We have inter-dimensional aircrafts ready waiting for you outside each campus to take you to your respective Avengers Academy training grounds! Our worlds NEED us, so let's answer the call and save them! Together! FOR THE FATE OF TWO WORLDS!" He shouted while raising his shield as high as he could into the air.

"YEAH!" All the students that were present and heard his speech from each academy shouted in unison, as they all prepare to attend Avengers Academy on Earth.

* * *

 **On Earth, at Avengers Mansion**

After being transported to Earth thanks to SHEILD, and after exploring New York City for a bit, the students of Beacon arrive and enter Avengers Mansion, once the original home for the Avengers, now remodeled from the inside out to serve as a training campus for the Beacon students.

"Welcome, Beacon students, to Avengers Mansion!" The Avenger, Spider-Woman, greeted the students, while standing beside the feathered hero, Falcon, and SHEILD Agent Mockingbird. "This mansion will serve as your new training facility for the next month, so pay close attention to what we have to say, because you'll LOVE what we have at this place!" She said as she directs the kids to inside the mansion, where they find themselves at the center hub. While it's not Beacon Academy size, the students are still very impressed from what they're seeing right now, as some, if not all of them, are taking pictures of the mansion using their Scrolls, now powered by an ISO-Dust chip.

"This entire mansion is run by Iron Man's personal AI, JARVIS. So anything you need, just simply contact him through your Scrolls." Falcon informed the kids as they walk through the mansion, visiting every important room and floor for them to know of. "We have a cafeteria, gaming lounges, quiet lounges, a gymnasium, pretty much everything you need here after a long and stressful training session. And that's not even half of what we got here." Sam said, as they all enter a giant elevator that takes them to the sub-levels of the mansion, surprising the kids that the mansion is bigger than they thought.

"Thanks to the collaboration between Stark Industries and the Schnee Dust Company, you all have access to state-of-the-art technology here in both the emergency medical rooms and laboratories. That way you can either rebuild or upgrade your weapons to their highest degree." Mockingbird continued the tour as they walk through the many labs the underground mansion has. "In addition, we also have multiple training rooms to practice your skills, where you either go through a full length training course, or fight a swarm of LMD drones that will randomly change to a particular villain, depending on the training level, with the maximum level being that of 10. Any available Avenger or other heroes in the area will serve as your instructors, so go to them if you feel like practicing your skills against a well-seasoned hero. They will help guide you on your path to success, so listen to them and keep quiet when you do, otherwise you'll answer to me." She said before they all stop in their tracks in the middle of the hall.

"First training session will start in a couple of minutes. So go to your assigned areas and get ready to start your first day in Avengers Academy. Good luck. Hope you survive the experience." And with those last words of encouragement from Spider-Woman, the Beacon students all head off to their respective training grounds and instructors.

* * *

In one of the training rooms at Avengers Mansion, Ruby and some other students are all racing each other in a non-liner training course to see who can the most SHIELD training robots in less than a minute while also avoiding the numerous obstacles and traps like wrecking balls and flame pillars, with Quicksilver joining in on the fun as their instructor.

Using her quick and speedy Semblance, Ruby manages to destroy quite a number of androids and reach the end of the course before time ran out. "Woo-hoo! Would you look at me? _I_ destroyed 100 drones in less than a minute on the first day. That has to be a new record." Ruby boasted while also acting all smug about it.

"100...?!" Ruby stops boasting to as she hears Quicksilver's voice. She turns around and is surprised to see the speedster has been waiting for her at the finish line while sitting on a huge pile of robots. "How about next time you try and destroy _1000_ robots in under a minute, hey sweetheart?" He asked her, who slowly nods to him while still in shock of all the drones he effortlessly destroyed in less than a minute. "Good." Quicksilver said before running off to who knows where, leaving Ruby to groan by her lonesome, only to look more determined to try harder a second later.

* * *

In another part of the mansion, Doctor Strange is currently teaching Weiss and her sister, as well as Professor Goodwitch, in the Mystic Arts. Right now, the good Doctor is trying to teach them how to perform the Daggers of Denak, one of Strange's classic special attacks where he can summon one or multiple floating rings in the air and will form into multiple, small daggers that will quickly track their opponents.

"Good. Good. You're all doing better than I expected." Strange said, stroking his chin as he observes their progress with the spell. He turns to Weiss to see that she's having a bit of trouble trying to form one ring with her glyph. "Weiss. To perform these spells, you must keep a cool and sharp mind. Take it easy. Concentrate your Aura to a singular point, then expand it with your mind." Strange lectured her, who nods in response and focuses her Aura to a singular point into her rapier, and then she creates a glyph with it. Finally, she managed to summon multiple rings into the air by expanding her mind, using her mind to change their form into daggers and commands them to strike at multiple training drones ahead of her.

"HAHA! I did it!" Weiss said, jumping up into the air all proud of actually performing a magic spell with her glyph.

"Excellent. At this rate, you'll make a fine 'Schnee Supreme.'" Strange said with a chuckle, as he finds the nickname that Spidey gave her really fitting.

* * *

At another part of the mansion, Wolverine is having a sparring match with Blake, with the former easily having the upper hand thanks to his many decades of training and with the use of his animal instincts.

"Come on, Cat! Is that the best you got?" Logan asked her, countering her sword swipes with his Adamantium claws before kicking her away in the chest. "You can't beat Goblin if you don't fully utilize your animal instincts! Be one with your inner cat! Now come on, let's go!" He said, getting back to fighting position.

Blake grips hardly to her katana and takes Logan's words to heart, as the two start sparring again with their respective weapons, with the cat Faunus putting up more of a fight. "Good! Good! Keep it up!" Logan encouraged her, getting more and more impressed with her progress. He then hops back and lunges right back at her at incredible speeds while swirling through the air with his claws sticking out in the front.

Even with his insane, speedy drill claw, Blake just barely managed to side-step from his attack in time and counters with a powerful kick to his chest, knocking him to a wall. "How's that, Logan?" She asked with a smirk.

"Heh." Logan smiles as he stands up from the ground. "Not bad, kid. But it'll take more than a weak kick like that to put down the Wolverine. Get ready for round two!" He said, back in fighting formation.

"Bring it, Wolverine!" Blake said, as she too gets back into fighting formation to spar with the mutant once again.

* * *

In another training room underground the mansion, Yang and a couple of other Beacon students are busy fighting against one of the famous, Heroes for Hire: Luke Cage, who is the only one tutoring this little group.

"Alright, kids. Give me everything you got. Don't hold back." Luke encouraged them to fight the lonely hero.

"You got it, Luke!" Yang said before all the students with guns shoot at the guard less Cage, who simply stands there confidently and takes the bullets head on, with them simply bouncing off his chest like they are nothing. Yang and the others are shocked that their bullets did not damage him. "How is that possible?!" She asked shocked.

"Indestructible skin. Hard as steel. Now, instead of the fireworks, how about one of you try and make me move from this spot." Luke dared his students.

"It would be my pleasure!" Yang said, dashing over to Cage and the two trade blows with each other, with Luke still not moving from the spot he's standing on while he has the edge against Yang and her fists of fury. "How about this?!" She shouted, punching directly at his chest, actually making him skid a few feet back from his original spot.

The other students are impressed by Yang's strength to blow Luke away. "Sweet Christmas." Luke said while holding onto his chest in pain. Even though he was holding back, letting his muscles loosen to actually give her a chance of knocking him away, he's still in a bit of pain.

"How was that?" Yang asked while happily wiping off her hands.

Luke smirked. "6/10. Not bad. Now it's time that I get a little serious with you chumps." He said, slamming his fists together.

"Same here!" Yang said, as she and the rest of the students run up to go and fight Luke Cage with all their might, with Luke letting out a grin that he's gonna enjoy this a lot more than he originally thought he would when he signed up as an instructor for Avengers Academy.

* * *

 **A laboratory inside Avengers Mansion**

As the Headmaster for Avengers Academy, Spider-Man is currently taking care of all his new responsibilities inside his new lab in the mansion, which also works as his main office, taking care of all the paperwork for the school while two of his clones are still working on his new Iron Spider Armor, making him a lot more stress out than he ever has been in his entire life.

"This is a nightmare!" Peter said, signing paper after paper from a big pile of paperwork all around his desk. "Not only that I have MOUNTAINS of paperwork that I need to finish by the end of the day, I also have to start on my homework for both Beacon AND Midtown High, and then get pictures for both the Daily Bugle and the Vale News Network. I guess the only good thing coming out of this is that I can skip classes for Avengers Academy since, well, I AM a superhero. A decent one, at the very least." Peter stops signing papers so he can slam his head flat onto the desk. "How does someone like Ozpin make this so easy?" He asked while his face is buried in his paperwork.

"With YEARS of practice. Keyword: years." The buried Superhero Headmaster looks up from his desk to see Ozpin walking up to the spider with his usual cane and mug in hand.

"Oh, hey Oz. What are you doing here?" Spidey asked the Beacon Headmaster.

"Just wanted to see how you're handling your new position as Headmaster." Ozpin replied as he stops in his tracks, looking around the mess in the room. "And judging from what I'm seeing; you're having a pretty rough first day, it seems." He said to Spidey.

"You don't need to be a genius to figure that one out." Spidey replied.

"You'll get used to it. Just like any other person on the first day of a job, it'll take you some time before you get into the swing of things. I promise you that." Ozpin let out some words of advice to the Web-Slinger.

"Well as someone who knows a thing or two about swinging, I sort of understand what you mean." Spidey said.

Ozpin lets out a smile and then nods. "There is another reason why I am here, Peter, and I hope that you'll accept this request."

"Direct you to New York's best coffee shop?" Spidey joked.

"No, but I wouldn't mind." Ozpin replied with a smile. "You remember Cinder, do you?" He asked the hero.

"Say no more, because I was already planning on doing what you might be thinking." Spidey said, getting up from his chair.

* * *

 **At a Vale Hospital at Remnant**

The once cold, calculating, Cinder Fall is now lazily resting on her hospital bed in her hospital gown with the curtain windows closed, keeping the room all dark and moody. It's been a few weeks since her devastating defeat by the Goblin King's hands. She not only lost her Fall Maiden powers thanks to the Goblin, but her hair is now shorter and has also lost her left eye, which is now completely scarred and bandaged, and probably what hurts the most, she has almost completely lost her will to continue fighting thanks to Norman's gruesome torture and still suffering from some minor hallucinations even after Spider-Man gave her an antidote to remedy most of the effects.

"Miss Fall? Are you awake?" Her doctor knocked from the other side of the door. Cinder doesn't answer him, as she simply turns her back on her bed to that side of the room, not in the mood to talk to anyone. "You have a visitor."

"A visitor?" Cinder asked herself strangely, as her throat is still very sore, so she can't speak very loudly. She turns her head back to the side of the door. "Who in the world would visit-?"

"Hello!" A wild Spider-Man pops his head after opening her room door to meet her.

"Oh god. Kill me now." Cinder depressingly said with a cough, putting a pillow over her head because Spider-Man is the LAST person she wants to meet in her life, not a fan of his jokes or his personality as a whole.

"Rise and shine, Cindy, because for the next month or so, I'm gonna be your therapist." Spidey said while opening up the curtains with a simple web yank, giving the cold and dark room the sunshine it needed for the past few weeks.

"You as my therapist." Cinder quietly said as taking off the pillow from her face. "This is…some kind of joke, right?" She asked with a cough.

"Oh no. I'm 100% serious about this." Spidey replied.

"That's even worse. And why do I need therapy?" Cinder asked the bug.

"Because you're still suffering from some minor hallucinations after you overdosed with that Dust formula, which by the way was pretty dumb to do, and since everyone else is either scared or hates you, I _personally_ volunteered to help you back to your former, moody, hotheaded self." Spidey informed her.

"I rather have a RAT to give me therapy. Not you." Cinder sternly said with a stern look on her face.

Spidey sighed, knowing now that trying to lift up her spirits with his happy, go-lucky personality won't cut it, so he decided to be a little more serious. "Look. I'm sorry about what Goblin did to you. I really am." He said, but Cinder doesn't care and angrily looks away from his face. "Trust me when I say I know what you're going through right now. Being brutally tortured like that isn't easy to bounce back from, especially when I could've prevented it." He said, rubbing the back of his head in slight embarrassment.

"What do you mean, 'could've prevented it?'" Cinder asked him, slightly curious why he feels guilty about her current condition.

"When I found out where you were hiding a few weeks ago, I asked you a question if we could join forces against Goblin. Naturally, I had a 99% suspicion you would say no to another team-up, so I just casually walked out, hoping that you would eventually realize you can't beat Goblin alone, but I guess I was a bit naïve to think that, and because of me, you almost died. Villain or not, I could NEVER forgive myself if someone died because I didn't immediately take action. That's why I volunteered to help you back to your feet, even though I might awfully regret it at the end. So again, I'm sorry." Spidey apologized to her, with the latter looking a bit surprised that her enemy, the one she had plans to kill, the one she knows his secret, is apologizing to her.

Cinder depressingly looks down to her lap, thinking about his words, since this is the first time in her life that she met someone like Spider-Man in ways she can't properly describe in her current state of mind. "I guess I TOO was acting a bit naïve…and reckless." She said in a soft tone of voice to Peter.

"We all can be a bit naïve and reckless. It's what makes us human. Something that Osborn thrown away when he decided to become a horn headed freak of nature." Spidey said to her.

"Do you think we can beat him?" Cinder somberly asked him with a sad face.

"Only if you learn to trust me, at least until he's beaten, then you can proceed to hate me with all your heart again." Spidey said to her, holding out his hand to her.

"I guess for now I will." Cinder said with a small smile, taking and shaking Peter's hand.

"So does this mean we're friends now?" Spidey asked.

"Don't push it." Cinder warned him with a serious face.

"Oh, don't be like that. From what I've seen, you need someone to talk to. I AM your therapist after all, and also the Headmaster of Avengers Academy." Spidey said to her.

"Wait! Hold on! What's Avenger Academy?" Cinder asked him with her scratchy voice, as this is the first time she's hearing about this.

"A new training program for all four Huntsmen Academies to combat the Goblin Nation thanks to the heroes from Earth." Spider-Man answered her question.

"The heroes from Earth? They're actually here?" Cinder asked him, now even more surprised.

"Yup."

"And they chose YOU as the Headmaster for this 'Avengers Academy?'"

"Oh yeah."

After hearing about this, Cinder is at her most shocked yet, with her only eye twitching and looking very speechless, as quite possibly, she has just found someone who is most likely to be their end in the future. Not Goblin. Not Salem. But Spider-Man, as she fears what the next few days will hold for all of them.

"Yeaaah. I was shocked when I first heard the news too." Spidey said with a chuckle to the still shocked Cinder Fall. The two of them then hears a knock from the door, and as it opens comes in Emerald and Mercury, two of Cinder's loyal henchmen.

"Sup guys. I see you two are okay." Spidey greeted his enemies.

"Thanks to you." Mercury said to Spidey.

"Cinder. Are you okay?" Emerald asked her boss.

"I'll live. What are you two doing right now?" Cinder asked her cronies.

"We're joining Avengers Academy." Emerald replied to her.

"What?!" Cinder asked shocked, which causes her to grunt in pain and hold onto her right arm.

"They've agreed to attend the new academy under the condition they are heavily monitored by both SHIELD and the Atlesian Military 24/7. So it was either that or prison." Spidey informed her.

"Or turn into goblins, which I don't think would look good on Emerald here." Mercury said to tease his partner, which worked as she looks at him with a stare that could kill the bravest of souls.

"Anyways…" Emerald turned her head to Spidey. "Who's gonna be our instructor?" She asked the Spider.

"What about you ask him yourself. I mean, he IS on your shoulder right now." Spidey replied to the thief.

"Huh?" Emerald asked a little confused before looking onto her shoulder. Then, out of nowhere, something very tiny like an ant jumps from her shoulder and onto the floor, scaring her a bit. "What was that?!" She asked scared.

"Yello!" The tiny figure turns into normal human size, shocking Cinder and her team on who this person wearing a red and black suit and a strange helmet could be. "Sup kids!" How'd you doing?" He asked his new students.

"Everyone, meet Scott Lang, also known as Ant-Man. Former master thief, now full-time superhero. He's gonna be your instructor while closely keeping a close eye on you in case you do anything illegal." Spidey introduced the ant hero to the three.

"You were a thief?" Emerald asked him, since she's also a master thief.

"The best of the best. That's how I got this cool looking suit from Hank Pym before he let me keep it so I can do some good with it." Lang told her.

"Wow…" Emerald said in awe.

"So what can you do, because I don't see how anyone can take a guy in an ant costume seriously?" Mercury asked.

"Hoho, kid, you have no idea what this suit could do. I can change size from small to giant size, and can also talk to the entire ant kingdom." Scott explained the properties of his suit to his enemies, which does sound pretty dangerous and stupid to do, but he's an idiot so it's okay. Probably.

"You can do that?" Emerald asked the ant hero.

"Totally. NOW COME MY ANT FRIENDS OF REMEDY!" Ant-Man calls out to his ants.

"Remnant." Spidey corrected him.

"WHATEVER!" Scott said, as he communicates with the ants that are inside Cinder's hospital room, and a few seconds later, numerous ants come out from the small, cracked holes from the floor and the edges of the walls.

"Holy…" Mercury said, shocked that he could actually command an army of ants.

"This is crazy!" Emerald said, stunned as well.

"Ugh. Could this get any weirder?" Cinder asked, disgusted by all the ants in the room.

She then sees Ant-Man take out a Pym Particle gun ray and shoots it at one of the ants, making it grow to the size of a regular dog. Everyone except for Peter is freaked out when he starts petting the giant ant. "Who's a good boy? You are. Yes, you are. I'll call you Ant-thony Jr. Do you like that?" Scott asked his new ant pet, who rubs its gentle head next to his helmet.

Now completely shocked and disgusted, Emerald faints and was about to hit the ant-filled floor before Mercury grabbed her. "I had to ask." Cinder said, with Spider-Man laughing at the wacky antics right next to her.

* * *

 **Earth, Avengers Mansion**

After a crazy, first day of training with Earth's Mightiest heroes, Team RWBYP, with the exception of Spidey, is walking through the hallways of the mansion, passing by the numerous of statues that are molded by a different Avenger.

"Man! Was today awesome or what?!" Ruby excitedly asked her teammates while they continue walking down the hall. "It was only the first day and I'm already so pumped for tomorrow!" She said.

"I know right?! I actually got to learn how to use magic with my glyphs! Can't you believe that?!" Weiss asked, sharing the same lively and excited attitude as her leader. "I can't wait to learn some other spells from Doctor Strange! What did you two did today?" She asked Blake and Yang.

"I had some sparring sessions with some of the X-Men. I even got to meet Charles Xavier. The way he talks about wanting unity between mutants and humans reminds me so much of my father." Blake said with a smile, happy to meet someone who shares her views on how two races should cooperate for the future. "How about you, Yang? Did you get to spar with the Hulk?" She asked the blonde teammate.

"Sure did, even though I didn't last a second." She said while relocating her right arm to express how intense her spar with the Hulk was. "Next time I'll make sure to knock the green right off him. But until then, I'll continue training with that Iron Fist guy Peter told me about."

"Where is Peter anyway?" Ruby asked, wondering where her friend is.

"Probably at his lab regretting his position of being Headmaster for Avengers Academy." Blake said with a smirk.

"So let's go check up on him!" Ruby suggested as she starts running towards Peter's laboratory. What she doesn't see is someone phasing from the bottom of the floor and turn solid, causing Ruby to accidently slam into the person and two of them fall down. "Ow! I'm sorry! I'm SO sorry that…" Ruby stops talking as she recognizes the orange-headed person she collided heads with, wearing a familiar outfit she's all too familiar with. "Penny…is that…you…?" Ruby slowly asked the person, who replies with a smile.

"Sal-u-ta-tions!" Penny replied to her friend.

Ruby gasped as she knows that voice and the strange way she said that familiar greeting from anywhere. "PENNY! YOU'RE ALIVE!" Ruby immediately hugs her revived friend.

"I missed you too, Ruby! How are you?" Penny asked her friend, hugging her with her immense strength, almost crushing her.

"Great…" Ruby muttered since she's being crushed to death.

As Penny lets go of her friend, she is then greeted by the rest of Team RWBYP, who are just as shocked as Ruby to see her alive. "Penny! You're…alive?" Weiss asked the android.

"Penny 2.0 to be more exact. Ready to kick some Goblin butt with my new upgrades that Peter and Vision gave me." Penny told her friends.

"Vision?" Blake asked, with the other synthezoid phasing from the bottom of the floor to meet with the girls.

 **"** **Hello, Team RWBYP. I see that you have already reunited with the new-and-improved Penny here."** Vision told them.

"How new are we talking about here, Vision?" Yang asked the robot Avenger.

 **"** **Ms. Penny's new, synthetic body is now entirely composed of a unique mixture between a synthetic simulacrum of organic tissue, Vibranium, the Immaterial E-ISO, and the Sighted A-ISO, giving her access to powers similar to mine."** Vision informed them of Penny's new body.

"Not only am I a lot stronger and more durable than ever before, I can manipulate my density to be as light as a feather or hard as steel, absorb solar energy and unleash it as a powerful blast, and can turn intangible, allowing me to phase through solid objects like I did a minute ago. Isn't that cool?" Penny happily asked her friends.

"Totally! Goblin's gonna think twice to mess with you again!" Ruby said to Penny while giving her a fist bump.

 **"** **Come now, Penny."** Vision puts his hand on her robot cousin's shoulder. **"Let me help tutor you on how to use your new body and powers."**

"Okay Vision. See ya guys!" Penny said with a good-bye wave, as the two robots phase through the bottom floor.

"I'm so happy Penny's alive! We gotta go thank Peter! TO THE LAB!" Ruby shouted pointing straight down the hall, with the team running through it to go check on Peter.

* * *

 **Peter's main lab/office in Avengers Mansion**

After visiting Cinder at the hospital, Peter is exhausted and has been spending the rest of his time sleeping on his desk without his mask and with no disturbance, at least until the doors opens and a speeding Ruby flies through and hugs him, instantly waking him up.

"Thank you! Thank you! Thank you! Thank you! Thank you!" Ruby said in rapid succession while hugging Peter, who is trying to comes to grip with reality after getting disturbed from his sleep.

"Right, and exactly WHY are you saying thank you?" Peter asked her, not knowing the meaning of her thanks.

"For rebuilding Penny, silly." Ruby said to him.

"Oh yeah. Forgot she was finished today. Your welcome." Peter said, letting go of the hug. He puts on his mask just as the other girls of Team RWBYP arrive at the lab.

"Hey, Professor Spidey, how's the new job as Headmaster doing ya?" Yang asked him while simultaneously giving him a new nickname.

"Okay. I think. Still got some papers to sign before I call it a day. Seriously, it's like being the boss of a multi-billionaire company." Spidey replied to his girlfriend.

"Parker Industries?" Weiss asked with a smirk, as this is like the 10th time she brought up the suggestion that Peter should build his own company when he's older.

"Quiet you." Peter replied, not in the mood to discuss that.

"So what have you been doing here while we were out training with the Avengers? Besides the massive paperwork?" Blake asked the spider headmaster.

"Well, thanks to Tony and his tech, I've spent the last day upgrading my Iron Spider Armor so it can use the new Totem ISO-8 that I created by combining the E and A-ISO with the power from the Web of Life and Destiny." Spidey informed her.

"Whoa…Is it finished?" Ruby asked him.

"Yup. Look." And with a press of a button, Peter summons his new armor from a circular wall at the back of his lab. The look of this new armor shares the same red-and-gold color scheme as before, but is a lot sleeker than his previous armor, with a redesigned spider symbol on both its chest and back. And similar to Iron Man's new Bleeding Edge Armor, this new suit has multiple ISO-8 crystals, along with the new Totem E and A-ISOs, reactors throughout the armor, with a small gold, spider-shaped crystal on its forehead.

"Say hello to the Iron Spider Armor Mark III , also known as the ISO-Totem Armor." Spidey introduced his new armor to his teammates.

"Amazing…" Weiss said in awe, along with the rest of her teammates. "What's so different from the previous armor?"

"This new armor takes advantage of the new Ace and Joker Program I created yesterday." Spidey answered her.

"Ace and Joker Program?" Yang asked, a little confused on the name.

"This new program I developed allows me to tune and completely harmonize with the ISO-8, giving me access to an extensive variety of new forms using the ISO-8." Spidey lectured her on his new armor.

"Kind of like your Style Changes from before?" Blake asked.

"Yup. To keep it simple, let's call this: the ISO Change." Spidey told them. "Depending on the ISO levels I built within my armor, after either taking or dishing out enough damage during a fight, I can access new types of ISO forms, each sporting different abilities and powers. At 0%, nothing much happens, but when I hit 50%, that's when I hit the Vibrant ISO Form, where I have all access to that form's abilities, element, you name it." He informed.

"So what happens when you hit 100%?" Ruby asked him.

"Nothing. It's when I hit 200% or higher is when things start to get a bit…crazy." Spidey said.

"How crazy?" Ruby asked.

"I'm still trying to figure that one out." Spidey replied with a small chuckle. "The max ISO levels I set it on is 999.9% ISO. That's how powerful I can get with this armor." He said.

"999.9%?" Weiss asked, a bit shocked at the maximum ISO level limit. "Can't imagine how hard it'll be on the body."

"That's why I need to test out the armor to improve on whatever ticks it may have." Spidey said while taking out the armor from the wall. "It's a good thing we have a certain event that's about to start in an hour."

"Event? What event?" Ruby asked him, with Spidey only replying with an excited chuckle, because he thinks they might like what's about to come in an hour.

* * *

 **Amity Colosseum floating high above the Triskelion next to Manhattan**

 **BGM-Dragon Ball Xenoverse 2 OST- Martial Arts Tournament Stage**

Floating high above SHIELD's main headquarters is Amity Colosseum, the location of where the Vytal Festival tournament was supposed to take place before it got cancelled. The colosseum has been completely remodeled thanks to the joint effort between Stark Industries and the Schnee Dust Company so it won't need Dust to keep it afloat. Students from all four Avengers Academy campuses are visiting the colosseum, as huge battle is about to begin inside the ice and lava arena biome.

"Greetings everyone who is either here at the Amity Colosseum or watching from your campus, and welcome to the first, ever Ultimates Festival Tournament! I am your lovely host, and the most popular Avenger, Hawkeye, and joining me today is Professor Oobleck from Beacon Academy! How are you doing, Professor?" Clint asked his co-host from the sportscaster's desk.

"I'm doing great, Hawkeye! Thank you for asking!" Oobleck replied to his partner.

"For those who don't know, which I can't blame you, the Ultimates Festival Tournament was first inaugurated by Captain America, Spider-Man, and the other Headmasters of Remnant to have a replacement for Remnant's Vytal Festival this year thanks to the big, bad Goblin ruining it with his stupid war of his." Hawkeye said to his audience.

"For the next month, every Monday and Friday, we will host a short series of intense battles right here in the Amity Colosseum for all those of Avengers Academy. Teams will be randomly composed of a mixture between the heroes of Earth and the student Huntsmen of Remnant. That way, they can learn to work on a team different from their own in case the individual is separated from their regular teammates." Oobleck informed the audience.

"Usually, the numbers of individual in a team for this tournament will vary from time to time, but just for today, we're sticking with the regular 4-on-4 teams." Hawkeye continued explaining the rules for the Ultimates Festival.

"Ah! And here's our first team to start off the festivities!" Oobleck said, as the two of them sees a team rising up from the bottom of the arena, which so happens to be a team composed of Iron Man, Ruby, War Machine, and Yang, all waving at their adoring audience. "Kicking things off, we have Team Stark entering the arena right now!" Oobleck said from his seat.

 **"** **Team Stark? Gee. I wonder who was the first person to think up that name?"** Rhodey asked while deeply staring at Tony as he does. **"Tonyyyyy…"**

 **"** **Hey. Don't look at me. I was the** ** _second_** **person to think of the name. QROW was the first to suggest the name."** Tony told his best friend.

 **"** **Qrow?"** Rhodey asked as he turns to the audience and sees Qrow cheering on the team while drinking again.

"YEAH! REPRESENT THE ALL-NEW, ALL-DIFFERENT TEAM STRQ! Qrow shouted from his stand, taking another sip from his flask full of beer.

Yang sighed after seeing her uncle drinking again. "He's drinking again." She said, shaking her head.

"Hehe. This is gonna be fun!" Ruby said, excited to start this battle. She and the rest of her teammates look ahead of the arena to see their opponents, who so happens to be Captain America, Spider-Man (now wearing his new armor), Blake, and Weiss rising up from below the ground.

"And to represent as Team Stark's opponents, here comes Cap's Kooky Quartet!" Hawkeye said from his stand above the arena.

"Why did he call us that?" Weiss asked the good, ol' Captain.

"It's a long story." Steve replied to the heiress, remembering how a few years ago he led a small team of Avengers that composed of Hawkeye, Quicksilver, and the Scarlet Witch after some of the original Avengers left for a while.

"This was certainly very kind of you to do, Spidey." Blake said to her teammate.

 **"** **Well I felt really bad that you girls didn't get to participate in the Vytal Festival this year. So, me and Cap decided to make an even better one for Avengers Academy."** Spidey said to her.

"And we thank you for that." Weiss said with a smile.

The two opposing teams start walking towards each other's direction before stopping a few feet away from one another. **"Can't wait to test out this new armor of mine against you guys."** Tony said to his opponents.

 **"** **Me too. Time to show you what I've learned from being your intern."** Spidey said while stretching his arms and legs as a warm-up.

 **"** **We'll see about that, kid."** Tony said.

"Never thought we had to fight against each other in a tournament." Ruby said to Blake and Weiss, her opponents in this battle.

"So try not to hold back, okay?" Weiss asked her.

"You got it!" Ruby said with a confident smile while holding onto her Crescent Rose.

"Looks like both teams are about ready to go head-to-head in this first part of the tournament! Who will come out on top of this one ladies and gentlemen?" Oobleck asked his audience.

"They have 10 minutes to either knock down their opponent's health bar to zero or ring them out, otherwise, victory will depend on the amount of health a team has left or the number of members still left on the stage!" Hawkeye gave the audience a little more on the rules of the tournament.

 **"** **If we win, I get a penthouse suite in Avengers tower."** Spidey said to Captain America next to him.

"Not now, Spider-Man! Focus on the current match right now and lead us to victory! Show me what you can do as a leader!" Cap said as he grabs his shield from his back.

 **"** **Me leading Captain America? That's a first."** Spidey said.

 **"** **Hope you paid up on your health insurance!"** Iron Man joked to his opponents. **"Ruby! Lead the charge! Show them what Team Stark is all about!"** The armored Avenger entrusted Ruby to lead the team.

"You got it, Iron Man!" Ruby said with a cocky like smile while twirling her scythe, as both teams get themselves into fighting position.

"Looks like their ready to rumble, folks!" Oobleck said from the stand.

"So without further ado, go for broke…FIGHT!" Hawkeye shouted, as the battle is now about to start. The first ever battle for the Ultimates Festival Tournament is now underway.

 **BGM Ends**

 **BGM-Marvel vs. Capcom 3 OST-Daily Bugle**

The epic battle starts off with War Machine firing his shoulder-pad missiles at his opponents, with Spidey's team being forced to jump back to avoid the explosion. Just before they could land though, Spidey and Blake are knocked back to another part of the icy, fiery arena by both Iron Man and Ruby, leaving Cap and Weiss to take on War Machine and Yang.

"Give it everything you got!" Cap encouraged his opponents.

"Gladly!" Yang said, as she proceeds to fight against the Living Legend himself. She throws in every punch she could at the Avenger, who manages to block each swing with his Vibranium shield. After a few seconds, Cap retaliates and proceeds to counter against Yang with a combination of fists and his shield. Before he could continue whaling on her, Cap is forced to stop as he now has to avoid machine gun fire from a hovering War Machine.

To stop his assault on the captain, Weiss creates a glyph that will allow her to jump up high into the air and starts fighting War Machine with her rapier. The two exchange blows with each other before Weiss shoots out an ice pillar with her glyph and the surrounding ice in the arena to knock down War Machine, but before he could fall, he finds back his balance and starts hovering again.

While still fighting Yang, Captain America throws his shield at her, who easily ducks below it. "Ha! You missed!" Yang said to the Captain, but couldn't tell that this is part of his plan.

The shield throw was actually meant to hit War Machine as he fights Weiss, knocking him down again. The shield then ricochets from the armored military man and hit Yang from the back of her head. "Ow!" She said dazed, as Cap grabs back his shield.

"Weiss!" Cap calls out to the heiress, who immediately understands and nods to the plan. She creates a black glyph behind Cap to help propel him forward. "Hyper…!" He backflips to the glyph and charges at Yang at full speed with his shield up front. "Charging Star!" He said while barraging at Yang with his shield, which sends her off flying and slamming right into War Machine, knocking the two close to the edge of the arena, but thankfully, War Machine activates his jet boots in time and carries himself and Yang back to the battlefield.

"War Machine! Throw me!" Yang said to Rhodey.

"Got it!" Rhodey does what he's told and spins Yang around himself, gaining enough speed before he throws her right at Captain America, knocking him away to another part of the arena, leaving Weiss alone to fight against the heavily armed War Machine. "Alright, Weiss. Let's see if you're as good as your sister." He said to her.

Weiss scoffs. "You'll be surprise just how good I am!" She said before she starts fighting against Rhodey.

At another part of the arena, the armored up Spider-Man is currently fighting against his friend/inter-dimensional sister, Ruby, who is trying to slice him up with her scythe but the spider keeps counter with his armored up fists of fury. **"You DO know this didn't work the last time we fought, right Rubes?"** Spidey asked her, throwing a punch, but Ruby blocks it with a part of her weapon.

"Then how about this?!" Ruby shouted, using her speed to lunge at the front of Spider-Man.

 **"** **Sorry! Not impressed!"** Spidey said, shooting out a repulsor blast at her, but Ruby seemingly disappears from sight and appears behind him. **"Nope! Keep trying!"** He turns around and throws another punch at her, but as it comes into contact, Ruby disappears again. **"What the?! An afterimage-!"** Spidey stopped talking as he's kicked in the head by Ruby, knocking him away.

"Oh, I'm sorry. I guess I was too fast for you to notice." Ruby said with a smirk, mocking him in a similar manner Spidey would tend to do to his opponents. "I'll try to slow down for you next time, okay?" She asked the hero.

 **"** **Yuuuup, I am definitely influencing her with my personality."** Spidey said to himself as he gets up from the ground.

He sees Ruby cutting off an ice crystal from the icy terrain, which is actually an ISO-Dust chip to power up her bullets with ice properties. She starts shooting at Spidey, who retaliates and counters her attack with his repulsor webbing. The Spider then flies up into the sky and starts shooting more repulsor blast from the air and at Ruby below, who manages to dodge most of them. He then turns around to see Blake currently fighting Iron Man, who seems to have the advantage against her.

"Lay off my cat! I hear she has rabies!" Peter joked, firing a repulsor blast around the area where Blake and Tony are fighting, which creates a smokescreen around the two.

 **"** **You do know I can see through this-?!"** Iron Man is interrupted as Blake drop kicks him out of the smokescreen, knocking him close to Ruby.

"It's called a distraction, genius!" Blake said, with Spider-Man landing right next to her.

 **"** **And this is what we call: Bullet Fire!"** Tony morph his right arm using his armor's nano-machines and forms it into an arm cannon, with both him and Ruby repeatedly firing off repulsor blasts and bullets respectively at their enemies.

Spidey and Blake use their agility, speed, and clones to dodge all of their attacks. Deciding to change tactics, Ruby jumps from Iron Man's shoulders and into the air, slamming down at her opponents with her scythe, but the two easily dodged it in time.

 **"** **HA! You missed!"** Spidey said.

"I don't think she was actually trying!" Blake said to him, as they both see Iron Man powering up his Unibeam and fires directly at the both of them.

 **"** **Got it covered!"** Spidey said, covering the both of them by summoning his blue, translucent, solid like spider arms from his back, protecting the two from Tony's attack. When in the clear, Spidey summons a part of his Man-Spider avatar and forms a giant, blue fist with his right hand. **"Let me hit you!"** He said, reeling backing his giant fist before throwing a punch at both Tony and Ruby.

 **"** **Uh, no."** Tony replied, as he and Ruby jump above the surprisingly fast punch.

 **"** **C'mon! You know you want to!"** Spidey said, producing a bunch of blue spider tentacles from his back and uses them to attack Iron Man and Ruby in the air with rapid-fire, piercing tentacle strikes.

The armored Avenger and leader of Team RWBYP either jump or swirl by the tentacle attacks but fail to notice Blake running on top of one of the tentacles and strikes the two with her unsheathed katana, knocking them down back to the ground and meeting back up with War Machine and Yang, who were busy fighting Captain America and Weiss.

"That was truly a fine display of teamwork!" Oobleck said from the sportscaster's desk.

"But this arena's starting to get dull! How about we change it to brighten the mood?" Hawkeye suggested, pressing a button on his desk, which causes the entire colosseum to surround itself in a blue dome, changing the entire environment to an entirely different look altogether, and everyone in the colosseum find themselves at Shadowland, packed with a night sky and fake Hand ninjas around an empty throne.

 **"** **What the?! Are we at Hell's Kitchen?"** Spider-Man asked while looking around his new environment.

 **"** **Sort of."** Tony answered him. **"We're actually in a virtual recreation of Shadowland. I added a feature to the colosseum so it could change the look of the arena entirely. It could change into anything: The Daily Bugle, a part of Asgard, Thanos' giant rock palace in space, you name it."** He informed everyone.

"Virtual reality? That's so cool!" Ruby said, geeky out over this awesome feature.

"Wow. That's really, really impressive." Oobleck said, impressed by this intriguing feature.

"Kind of wishing you had this back home, huh?" Hawkeye asked the professor.

"Indeed." Oobleck admitted before they focus back on the current fight at hand, with only five minutes remaining on the clock.

The battle between Ruby's and Spider-Man's team is getting more and more intense as it goes. Spider-Man is busy fighting against Yang while Blake is having her hands full with War Machine, followed by Weiss taking on Ruby, and finally the classic Iron Man versus Captain America.

 **"** **This armor knows your next move before you do, Steve."** Iron Man said while firing off repulsor blasts at Cap, who manages to dodge them with his shield. Tony then decides to slam his fist as he lands hard back on the ground, only for Cap to roll out of it.

"You think I'm going down to some pampered punk like you?" Cap taunted, throwing his shield at Tony's helmet before it comes right back at him. Then he runs up to Tony with his shield in front of him, and with Tony about to fire off his repulsor blasts, ending with the two colliding their attacks to create a cool looking effect for the audience to adore and look in awe at.

 **"** **Man, you two. Settle down. Seriously. You two are acting like your fighting in a civil war or something."** Spidey told them as he continues his fight with Yang, only to get punched in the gut, flinging him away a few feet back.

"Any last words before I knock you out along with your armor, Wolf?" Yang asked her friend.

 _"_ _She's seriously not going to let that go, is she?"_ Spidey asked himself in his thoughts. He then looks at his armor's inner HUD and sees that the ISO levels have hit 50%. Spidey smiled behind his helmet. **"Actually, yeah I do. ISO Change: Wolf-Spider ISO!"** He shouted, as his armor starts to change shape, with his shoulders and head gaining three ivory-colored claws pointing out of it while also gaining a teal like color scheme with brown joints and body parts.

"What in the world?!" Yang asked him about his new look, only to be caught off-guard by Spider-Man's new speed and strength, repeatedly getting bombarded by his piercing and wild claw swipes.

"Whoa! Looks like the Spider decided switch names and turn into the big, bad wolf-man!" Hawkeye joked, chuckling at his own joke.

Yang tries to counter Spider-Man's rapid-fire claw swipes but to no avail, as he has become too fast for her to properly counter. "When I nicknamed you Wolf, I didn't literary mean turn into a wolf!" She said before getting knocked away by another claw swipe.

 **"** **But it did give me a good idea, so thanks!"** Spidey said, kicking her away.

Getting annoyed, Yang punches the ground, creating a crater that sends Spidey flying into the air. She then jumps after him to punch away from the arena, but Spidey quickly swirls around the punch and grabs her fist. **"Take this: Elemental Cyclone!"** Spidey shouted as he starts spinning around in the air while holding onto Yang's fist, creating a cyclone of leaves, with him and Yang both inside the center of it. After gaining the right momentum, Spidey throws Yang right outside the arena, causing her to get a ring out and looking a little dizzy. The Spider lands back onto the arena and lets out a wolf-like roar, which seems to be a side-effect of the Wolf-Spider ISO Change giving him slight wolf-like personality.

"YO! SPIDEY! IF YOU'RE DONE ROARING, HOW ABOUT YOU HELP US OUT?!" Weiss asked while she and Blake are starting to get overwhelmed by Ruby's insane speed and War Machine's rockets and missiles.

 **"** **I'm on it! ISO Change: Libra-Spider ISO!"** Spidey shouted, transforming his armor again, this time gaining an earth-brown color scheme, with metallic blue joints and body parts, and his shoulders and head is now covered with pillar-like extensions, in which the head part is rounded.

Spidey attaches a web line at both Weiss and Blake, pulling them towards him before Ruby's and Rhodey's attacks could connect. **"Here we go!"** Spidey fires off a spread shot at Ruby and War Machine, knocking them off a bit, giving him enough time to create a web-slingshot for both Weiss and Blake, who then uses it to slingshot themselves at their opponents at full throttle, almost knocking them to the edge of the arena. Spider-Man then leaps into the air and powers up his repulsors. **"Eat this: Meteor Light Barrage!"** He shouted, firing off several meteor-shaped spheres of light simultaneously at both Ruby and War Machine.

While War Machine is knocked out of the arena by Spider-Man's attack, Ruby uses her gun to fire her off from the ground and straight into the air and knock down Spidey from the air with her scythe. She then uses her Semblance to attack Weiss' and Blake's blind spots, knocking them out from the arena, but not before Weiss uses her new skill, the Daggers of Denak, to form multiple daggers of light at Iron Man, who is busy fighting Captain America.

Before he could throw another repulsor blast, Iron Man is hit in the back by the daggers, giving Cap enough time to punch him away and regroup with Spider-Man. **"Ugh. And this is why I hate magic."** Tony said while rubbing his aching head. Ruby regroups with Tony as it now stands just the two of them between Captain America and Spider-Man, with 2 minutes left on the clock. **"Let's finish this!"** Iron Man said.

"Right! Keep Spidey busy! I'll go after Cap!" Ruby ordered the armored Avenger.

 **"** **It's your funeral, but whatever."** Tony said, knowing that she's outclassed by Steve, but could tell that Spidey is a bigger threat with his new armor upgrades. Ruby runs up to fight Cap, who manages to counter her fast, striking scythe blows with his shield, leaving Spidey and Iron Man to face off against each other. **"Here's the big one…"** Tony summons a giant, energy cannon from out of nowhere and mounts it to his shoulder.

 **"** **This isn't good. Better take out my big guns."** Spidey said to himself as he sees Tony charging up his energy cannon. **"ISO Change: Corvus-Spider ISO!"** He shouted, gaining a grey color scheme, with darker joints and body parts, and spiky extensions from his shoulders and head that spread wide. The Spider starts to charge up his own energy attack from his hands to counter Tony's Sunday Best.

 **"** **Take this! Proton Cannon!"** Tony shouted, firing off a huge repulsor blast from his cannon at Spidey.

 **"** **Let's heat this up, shall we!? Atom Blazer!"** Spidey shouted, firing a huge fire blast from his hands at Tony's own energy blast, with the two beams colliding with one another and neither of them budging.

Taking the opportunity while Spidey's defenseless, Ruby leaves her fight with Cap and proceeds to dash over to the Wall-Crawler with the intent of finishing him off, but the bug and Cap expected this, so Steve throws his shield, not at Ruby, but directly at Spidey, who catches it and before Ruby could assault him, he uses the shield to fly though his own beam and then Tony's.

 **"** **What the-?!"** Stark got cut off as Spidey comes out of his beam and shield bash him off the stage entirely, leaving Ruby as the last remaining member of Team Stark left.

 **"** **Ruby! Catch!"** Spidey shouted, throwing Cap's shield directly at Ruby.

"Huh?!" Ruby lets her guard down, as she wonders why Spidey called out to her, only for the shield to knock her weapon out of her hands. "Hey! My Scythe!" She was about to run up to catch her scythe, only for Cap to deliver a finishing blow with a kick to her side, enough to knock her out of the stage and declaring Spider-Man and Captain America the winners of the match as the bells ring loudly.

 **BGM Ends**

 **BGM-Ultimate Marvel vs. Capcom 3 OST- Victory Theme**

"And we have our winners here folks!" Oobleck shouted from the stand.

"Cap's Kooky Quartet have beaten Team Stark! As expected from the old man and the black-and-white duo! Oh, and the Webhead too, I guess!" Hawkeye said as the colosseum and the arena transforms back to normal.

Everyone who was watching the match cheer loudly after seeing such an exciting and heart-pumping match up like that. Ruby walks back onto the stage to retrieve her weapon, with Cap approaching her. "You definitely have the qualities to lead a team, Ruby. But like I said before, you rely too much on your weapon that you leave yourself open without it." He said before letting out his hand to her. "How about tomorrow we finally start training you in hand-to-hand combat?" He asked her.

Ruby lets out a smile and nods. "Deal." She said, shaking Cap's hand.

Iron Man and the other contestants walk back onto the stage to meet with the others. "Man! Were we awesome or what?!" Yang asked her friends.

 **"** **I'll admit. You girls ain't that bad. I'm impressed actually."** Rhodey said to the girls of Team RWBYP.

"You're not too bad yourself, Colonel." Blake said to War Machine.

"How's your armor holding up, Tony?" Weiss asked Tony, who lifts his faceplate up to breathe.

"Reactor output at 73%." Tony replied to the heiress. "Well, there's always room for improvement, I suppose." He said, with Weiss nodding in agreement.

 **"** **Well then. I guess that's it for us for today."** Spidey said to everyone on the platform. **"So let's say we hit the seats and watch the next 3 fights for today, huh?"** He asked them.

"Don't you have paperwork to finish signing?" Blake reminded him.

 **"** **Riiiight, I do."** Spidey replied with a short, nervous laugh, not ready to continue the paperwork. He sighs, **"I hate my life sometimes."** He said to himself before activating his rocket boots. **"I'll see you guys later. I hope."** He waved good-bye to his friends and allies before flying out of the stadium and back to Avenges Mansion. **"Man, what a day. Being Headmaster of a giant school like Avengers Academy definitely isn't easy. But like it or not, it's now my responsibility to help these students get ready for the fight of their lives, because all of reality now depends on how I teach these kids…"** He stops himself in the air before floating in mid-air, looking down at the New York City and then back at Amity Colosseum behind him. **"And show them the ropes on how to be a true hero. Watch out, Goblin, because right now, we're getting ready to stop you for good."** He said with a serious look on his face before flying back to Avengers Mansion.

 **BGM Ends**

* * *

 **Unknown Wasteland**

"Avengers Academy?" Salem repeated to herself while sitting alone in her domain with no else in the area, everyone except for the Headmaster of Haven Academy, Leonardo Lionheart, who she is currently in the middle of having a conversation with using one of her Grimm communicators.

"Y-Yes. It's a new training program that the heroes of Earth created to train our students to better prepare themselves against Goblin's forces." Lionheart informed Salem of the information he knows about Avengers Academy.

"Intriguing…" Salem said to herself with slight interest.

"W-Will that be all?" Lionheart asked her, a bit frighten on what she might do to him.

"Yes. That will be all for today. Good work, Lionheart. Keeping me informed and I won't have to do anything…rash." Salem passively threatened him, who gulps in fear.

"O-Of course. You have my word." He said, logging out.

Salem gets up from her chair and walks out to her window to look out and see not many new Grimm popping out from the black tar thanks to Goblin having total control of practically all the Grimm in the world. "Ozpin, my mortal foe. Who would've imagined you would gain such powerful allies, especially the kind from another world all together? I'll admit, this is certainly…troubling. With Cinder hospitalized and the Maidens' power now in the Goblin's grasp, there's not much I can do." She said to herself.

Salem then walks out from her spot to start walking around her conference room. "Still, I shouldn't worry too much. In fact, I could possibly use this to my advantage." She said to herself. "With the heroes entirely focused on the Goblin Nation, both factions will be too busy to keep an eye open on what I could do. Yes. This is truly perfect for me. Once the dust settles after this war between the fools, I will come out on top and crush the remaining resistance who dares to oppose me. All I need to do is wait. Bide my time until I could gain access to the relics and finish off my enemies with their power. Ozpin…Goblin…and even that wall-crawling nuisance Spider-Man will feel my wrath. I will make sure they meet their end by MY hands, and my hands alone. All I need to do now is just wait, and try not to get involved with this foolish war." She said before turning back to her window.

What Salem doesn't, and still haven't noticed to this day, that Arthur Watts, more specifically a LMD version of Arthur Watts created by the Green Goblin to spy on and collect information on Salem, was currently listening in to her little conversation to herself.

"Oh Salem…" LMD Arthur said to himself with a devious smile and chuckle. "You have NO idea how much involved you are in this war. You have no idea…" He said deviously as his eyes glow menacingly red, with the shadow of the Goblin taking form of his own shadow, and a faint laugh being heard from the distant.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. It's the second day of Avengers Academy, and right now, me, Blake, and some of the X-Men are gonna visit her home over at Menagerie since Professor Xavier wants to meet with her father. While that's happening, good old Wolverine and Nightcrawler are teaming up with edgy the edge, I mean Adam, to infiltrate the White Fang base in hopes of curing some of those that have been affected by the ISO-OZ formula. Hey, wait! Adam! Didn't your mom say never to try and stab the High Leader of the White Fang? What's wrong with you?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Mutants and Faunus (Part 1): Getting Along_**

 **Blake: And just like that, this trip has become a total disaster.**

* * *

 **KFX here: It's been a while since we last saw Salem, huh? Unlike before, she's gonna be a little more relevant for the rest of the story. How? Just wait and see. Anyways, we have another 3-parter ahead of us, so strap onto your seatbelts, because things are gonna get a lot more insane than they already are. See ya.**


	69. Vol 3 Issue 12: Mutants and Faunus Pt1

_Vol 3 Issue 12: Mutants and Faunus (Part 1)-Getting Along_

 **Avengers Mansion**

It's the second day at Avengers Academy, with the students of Remnant still being trained by the heroes of Earth to get them ready for the Goblin Nation's forces, as well as any future, cosmic threat that might show up in their dimension like a Thanos or Galactus.

While his friends and teammates are busy, Spider-Man is in his lab, spending his time creating new types of Spider-Tracers, with these new tracers have a green color for a certain purpose. While he is working on his Spider-Tracers, Peter gets a call from someone from Remnant.

 _"_ _Incoming call from Cinder Fall."_ JARVIS informed Peter, who stops what he was currently doing on his desk.

"Cinder? That's a surprise. Take the call." Spidey instructed JARVIS to do, with a holographic screen popping up from his desk and project in front of his face, with Cinder, still at the hospital, showing up on the monitor. "Hey, Cindy. I'm surprised you're actually calling me. Guess our recent therapy session yesterday was a success. Did you miss me?" He asked while playing with her, but she doesn't seem to be not in the mood to humor him.

 _"_ _No."_ She simply said with a cold and serious look.

"Of course you did. Why else would you call me when we don't have a therapy session today?" He teased her, with the constant joking starting to get on her nerves.

 _"_ _I just want to stay updated on what's going on with the Goblin. That's all_." She said while trying to keep her cool.

"Well, right now some of the heroes and Huntsmen are trying to gather intel on his current location, but nothing's come up so far." Spider-Man informed her. "While everyone else is busy, I've been spending my time creating these new Spider-Tracers." He lifts up one of the green Spider-Tracers he's been working on to Cinder from her screen. "These new Spider-Tracers are designed that when they come in contact with a goblinfied mook, they will explode into dozens of mini-spider bots that come pack with the Anti-Goblin Serum I recently created to cure someone who has been infected by the Oz formula. I call these: The Goblin-Eraser Tracers!" He made up a name on the spot.

 _"_ _That's…really impressive."_ Cinder said, astonished by Peter's outstanding intelligence. She smiles, _"I always thought you were some sort of idiot who doesn't know when to keep his mouth shut."_ She said to Spidey.

"I'm not stupid." Spidey replied to her.

 _"_ _You certainly like to act stupid."_ Cinder told him.

"Only to those who's plans don't succeed." Spidey insulted her about her plans to destroy Beacon left in ruin because of Goblin.

Cinder quickly noticed his insult and looks at him angrily through her holographic monitor. _"Are you seriously calling me stupid?"_ She angrily asked him.

"I would've, but _you_ beat me to it." Spidey said with a chuckle, causing Cinder to growl at him with anger.

 _"_ _If I wasn't so badly injured right now, I would kill you."_ Cinder threatened him through her screen.

"And I would still be making fun of you." Spidey said while he continues working on his Goblin-Eraser Tracers.

Cinder sighed to cool her anger down, as she knows that continuously talking to Spider-Man is worse than being infected by any Oz formula, or hanging out with Salem even. _"Whatever. I'll see you tomorrow."_ She said before hanging up the call.

"Oh yeah. She definitely likes talking to me if she's looking forward to tomorrow. I definitely have a way with the ladies." Spider-Man said to humor himself before he continues working on the new tracers.

* * *

After working in the lab for a while, Spidey decided to stop for today and was about to head out to the city for some good, old fashion web swinging to help him relax, but is stopped when he hears a familiar voice.

"Hey! Spidey!" Spider-Man turns around to see Blake and Sun running up to meet the Web-Slinger.

"Hey guys. What's up? Is everything okay?" Spidey asked his friends.

"Yeah. The two of us just finished our training early for today." Sun told the spider hero.

"Great. What about the others?" Spider-Man asked them.

"Ruby is still training with Captain America in hand-to-hand, as well as Weiss still training with Doctor Strange, and Yang, I believe, is either training with Iron Fist, or getting repeatedly pummeled by the Hulk again." Blake informed her partner about the whereabouts of their teammates.

"So same old, same old, huh?" Spider-Man asked before turning to Sun. "Hey Sun. How's things over at upstate New York?" He asked the monkey Faunus.

"So amazing! I got to work together with a ton of superheroes and mutants lately! Earlier today, Me and Neptune got to work with that Daredevil guy and we fought some crook named the Grim Repear before he set off a bomb that was going to destroy some court building for some reason! It was so awesome!" Sun said, all excited about working with real heroes.

"Heh, nice." Spidey said before turning back to Blake. "So what are you guys going to do now? You two can come and explore the city with me if you want." He asked the cat Faunus.

"Actually, we're going back to Remnant to visit my home." Blake told Spidey.

"Your home? You mean at Menagerie? Why? You homesick or something?" Spider-Man asked her.

"A little bit." She said, scratching her head. "It's actually because Charles Xavier wants to meet with my father, the current Chieftain of Menagerie." She told him.

"Xavier? Why?" Spidey asked.

"You know how Professor Xavier is like the leading figure of the mutants here on Earth right? Well, my father was also the leading figure of the Faunus back on Remnant, most notably the High Leader of the White Fang before he stepped down and things got…complicated." Blake said, looking a little down as she said that. "So Xavier wants to meet with my dad and see if he could help out the Faunus reach equality with the humans since both us and mutants are so much alike in so many ways."

"I would've said 'grim' to make a pun, but 'complicated' works too I guess." Spidey said, getting a small giggle from Blake. "So what I'm getting at here is that two leaders, of two different kinds of races, from two different worlds, wants to meet up and have a nice, little chat while drinking tea together. Correct?" He asked the both of them.

"Got that right!" Sun said, giving Spidey a fist bump.

"You can come if you want." Blake offered Peter to join them. "Some of the other X-Men are coming with us as well." She told him.

"Like who?" Peter asked. And before he could take notice, a brown-headed girl with a ponytail, about the same age as him and Blake, and wearing a X-Men outfit phases through his body, giving him the shivers as he recognizes the girl standing in front of him. "What the?! Kitty! I thought I told you I hate it when you phase through my body like that!" He said to the female X-Man, who just giggles at his outburst.

"And I thought I told YOU that's my way of saying hello. It's nice to see you again, Pete." Kitty said to Spidey.

"Ugh. Nice to see you too, Kitty." Spidey said while wiping off his costume. "I hope you didn't leave anything in my stomach like you did last time." He warned her.

"That was an accident…mostly." She replied before turning to Blake. "Hey Blake. How's it going?" She asked her new friend.

"Fine. Nice to see you, Kitty." Blake greeted her with a smile.

"Wait. Who are you, how did you do that phase shift thing, and how do you already know Spidey and Blake?" Sun asked the X-Man, confused on their relationship.

"Kitty Pryde. I'm a X-Man, if you couldn't tell, which also means I'm a mutant, one that can phase through just about anything. Except Adamantium. Seriously, that stuff makes me sick." She said, feeling sick.

"I've known Kitty for a long time now." Peter spoke up from the group. "Whenever I'm around to help out the X-Men, I'm usually paired up with either her or Ice-Man since we're the youngest out of everyone. She's also a genius when it comes to programming and modifying even the most complex of computer systems that leaves ME impressed sometimes." He told the two Faunus.

"Wow. So you're beautiful, and smart." Sun said, making Blake next to him a little jealous but keeps her cool. "So does this mean you two hooked up before?" He asked them, making them a little nervous and blush from his question.

"Uh, n-no, no!" Kitty told him while waving her hands frantically in his direction, with the blush still present on her cheeks.

"I mean, we've dated before, a couple times actually, then Black Cat showed up at one of our dates, and…" Spidey said while rubbing the back of his head.

"You two got into a cat fight?" Blake asked Kitty.

"She started it!" Kitty retorted. "Why did you go out with a thief, anyways!?" She asked Peter, who looks extremely nervous at the moment.

"I-I thought it was a good idea at the time! Sort of." Peter said embarrassedly.

Blake giggles at the two of them arguing with each other before getting back on topic. "Anyways, back on topic, I met Kitty yesterday when I visited the Xavier Institute and we instantly became friends." She said to Sun.

"You betcha ya we did." Kitty said to her. "Can't wait to check out what your home looks like."

"My sentiments exactly, Kitty." The small group of teenagers turn around to find out where that voice is coming from. When they did, they see a bald man rolling through the hall on a wheelchair. Besides him are a couple of his X-Men in their X-Men attire: a tall, blue fur beast, a guy with blue, pointed ears and a tail, and a man covered in steel as they approach the kids.

"Professor!" Both Kitty and Blake said in unison as they see Charles Xavier coming close to them.

"Professor X!" Spider-Man said.

"Hello Spider-Man. It's nice to see you are well even during this disaster we find ourselves in now." Charles said to Spidey, as he knows Peter is a big victim in this universal war they find themselves in.

"You know me: Whenever there's a disaster, I always come pack with my trusty web-shooters and my bag full of quips." Spidey said to the mutant professor.

"Heh. Classic Spider-Man. Only you could find a small ray of joy even at our darkest hour." Nightcrawler said with his German accent and a smile.

"Indeed. I am also very impress with your research on Osborn's ISO-Oz formula, Spider-Man. Even I'll admit it would've taken me much longer to find a cure before you did. You surely do know your science, my boy." Beast complemented the Webhead.

"Thanks, Dr. McCoy. That means a lot." Spidey said to Beast.

"Hey Colossus, are you coming to Remnant with us?" Sun asked the metal man as he, Kitty, and Blake walk up to him.

"Sorry, comrade Sun, but I'm gonna be needed over at Avengers Compound for a while to teach some of the Faunus there. Then I have to join some of the other X-Men to investigate Genosha to see if we can find any leads on Goblin's and Magneto's whereabouts. Hopefully the villains left any clues that we can use to find them." Colossus informed them.

"It won't be easy from what you guys told us about Genosha, but good luck anyways." Blake said to him.

"Yes. You too, comrade Blake." Colossus said before waving good-bye and walking out of the mansion.

"So, shall we get going kids?" Xavier asked the remaining teenagers.

"You bet." Peter said with a fist bump in the air.

* * *

 **Remnant, Beacon Academy**

Minutes later, Spider-Man and his comrades have just arrived at Beacon, where they find Cyclops and the Scarlet Witch making a few adjustments to their ship: The Blackbird, before they could depart for Menagerie.

"What do you have there?" Blake asked Spidey, who is holding a picnic bag in his hands.

"Oh these? They're some of my Aunt May's famous wheat cakes. I thought I might as well bring something to your parents as a gift since they might not like me for being, well, human." Spidey told her.

Blake giggled. "You don't have to worry about that. They already know the kind of person you are from the letters I've sent them." She told her superhuman friend.

"You've told them about me?" Spidey asked her, thinking that they might know his secret identity.

"I haven't told them about you being Spider-Man if that's what you're asking." Blake said to him to assure that his secret is still safe.

"Oh thanks. So why DID you start writing letters about me?" Spidey asked her, which causes her to get embarrassed and turn her back to him.

"I-I just wanted to tell them how nice of a guy you are to both humans and faunus, that's all." Blake said, crossed armed and blushing.

Spidey scratches his head wondering why she's acting so flustered but shrugs it off before heading towards Cyclops' direction. "Yo, Cyclops. Are we ready to go or what?" He asked the X-Men leader.

"Just finished setting the coordinates to Menagerie. Now we need to wait for Wolverine and we could head out." Scott replied to the Spider.

A few seconds after Scott said that, Peter's spider-sense starts tingling. "Huh? What's-?" He is interrupted as the group looks ahead of themselves and finds Wolverine and a familiar, redheaded, horn headed man, jumping out of a bush, with the two of them locking heads with each other, along with their blades.

"Wolverine!" Spidey shouted at his mutant friend.

"Adam?!" Blake shouted, recognizing Adam in his new attire.

"Blake?!" Adam asked, dropping his guard long enough so Logan can kick him in the chest, knocking him away before he managed to find his footing almost completely.

Wolverine snarls like an animal, with his claws ready for some more action, along with Adam holding his sword in a way to cut his head off. "That's enough you two!" Spidey shouted, webbing up their faces to get them to stop fighting each other.

"Logan! What's the meaning of this?" Charles asked his friend.

Logan snarled again. "I was taking a stroll through this school, until I smelled THIS guy behind a bush." He said, angrily pointing to Adam. "This kid RECKS of trouble, so I thought it's best I cleaned him up." He said.

"That's hilarious coming from you." Kitty said, since Logan never seems to take a bath, causing the short-tempered mutant to growl at her unimpressed face.

"Hey Hornhead! Like the new threads. Now you look really look like an edge lord. Say something edgy." Spidey said to make fun of Adam's new black clothing.

"Quiet!" Adam replied, not in the mood for games.

"Nope. Not edgy enough." Spidey said.

"Wait. How do you know Adam?" Blake asked him about her former partner.

"He was there when I went to save Cinder a while back. How do you know him?" Spidey asked her.

"Adam used to be my partner. The one I told you about before." Blake replied, looking a little depressed when admitting that fact.

"This guy used to be your partner?!" The surprised Sun asked her, getting a sad nod from Blake to confirm his question. "Crazy!"

"Sweet! Does this mean I can pants him now?" Spidey asked her very excitedly, reminding her of the time he asked if he ever met her previous partner he would pants them in public.

Blake starts laughing as she remembers the time he did say that. "No, I don't think we have time for that right now." She said with a chuckle.

Adam looks a little irritated that Blake and Spidey are making fun of him while standing there. "Unbelievable. Blake. Don't tell me you ditched me for this… human clown, as your new partner?" He asked his former partner.

"Clown? I don't look like a clown, do I?" Spidey asked while checking out his costume.

"Of course you do. All you're missing is a red, messy afro and a big, rubber nose to finish the look." Logan joked with a smile, irritating Peter, who tries to web up the back of his head, but Logan easily blocked it with his claw without looking away.

"Unlike you, Adam, Spider-Man here actually CARES and WANTS to prevent causalities, faunus or otherwise." Blake told him with a serious look while crossed armed.

"Because I am just too nice for my own good." Spidey said with his usual, go-lucky personality.

"Whatever. It's not like I came here for you anyways." Adam said.

"So why are you here, Adam?" Wanda asked the last remaining White Fang member that wasn't infected.

"He's here to get the Anti-Goblin Formula Spider-Man completed he heard from Cinder at the hospital not too long ago." Xavier answered, shocking everyone, but mostly Adam, as he is surprised to know what he was about to say.

"How did you know that?" Adam asked, shocked.

"You see, Adam. I am a mutant telepath that has the ability to read or talk through people's minds and such. It's an ability that I was born with for many years." Xavier answered the horn headed Faunus.

"What's a mutant?" Adam asked, never having heard of them before.

"Oh, they are like us Faunus from Earth but WAY cooler!" Sun said to him with a smile. "You've already met the professor and his powers. Beast is well, a beast. Kitty can phase through objects. Cyclops can shoot beams out of his eyes. Scarlet Witch has hexes. Nightcrawler can teleport. And Wolverine is Wolverine." Sun said, hearing an angry growl from Wolverine behind him, popping his claws to make him nervous.

Adam is left a little speechless after learning about mutants and how crazy their powers could be. "…Um, okay. That's interesting, I think." He said, a bit unsure about learning about his, which is essentially, his inter-dimensional counterparts.

"So Adam my boy, what do you need the cure for?" Spidey asked the Faunus.

"I ain't your boy, bug. And secondly, I told you I need the cure to free the White Fang from Goblin's control." Adam replied to him.

"And do you know WHERE to find the White Fang? They could be anywhere in any dimension by now." Spidey said to him.

"Not all of them. A good chunk of those that have been infected are still here in Remnant. They're residing at the White Fang Headquarters over at Mistral. Each and every Faunus there are working for the Goblin on some project I don't know of, including Sienna Kahn." Adam said, shocking the two other Faunus in the area, mostly Blake as she knows who that person is.

"Sienna Kahn?! She's under Goblin's control too?!" Blake asked Adam, who nods in response.

"May I ask, who is this 'Sienna Kahn' person you speak of?" Beast asked them.

"Sienna Kahn is the current High Leader of the White Fang. She's the reason why the White Fang have been a little aggressive with their actions in the past few years after my father stepped down." Blake told him before sadly turning away from his face. "If Goblin has her under his control…"

"Then forget about going to Menagerie! We need to go save her now!" Scott finished for her.

"No! I'm going alone! You fools would only serve to slow me down, not to mention getting in my way." Adam told them.

"You can't be serious!" Kitty shouted at him.

Xavier puts his hands together to help himself think deeply as he knows the reason why Adam wants to go at this alone but can't allow him to go through with his plan. "Logan, Kurt, Hank. I want you three to go with Adam to save Sienna and the other infected to Mistral." He calmly told them, surprising those he called, even Adam in front of him.

"Charles, you can't be serious! I'm not going to work with this kid!" Logan started arguing with Charles.

"And I told you I don't need help!" Adam added on.

"Adam. You're dealing with a much stronger White Fang under new leadership than you are used to. Who knows what sort of devious traps that base has laid out." Charles started calmly talking his reasoning to Adam. "With Wolverine's keen senses, Nightcrawler's teleportation, and Beast's strength and intelligence, they should be enough to help you on your mission with little trouble. It's either them, or you can work with Spider-Man only." Charles told him with a smile on his face, as he knows Adam can't really stand being anywhere near Spider-Man.

"YO!" Spider-Man waved to Adam while popping up behind Xavier's left.

"I wouldn't work with the bug even if he was a Faunus." Adam said.

"But I'm so cute and cuddly!" Spidey said, making a _purr_ sound while rubbing his innocent face over his cupped hands, getting a cute giggle from Blake beside him.

Adam sighed as he is tired of arguing with the Professor. "Fine. Your 'mutant' friends can come along, I guess." He begrudgingly accepted his offer.

"Thank you, Adam. I'll assure you won't regret it." Charles said with a smile.

Logan growled as he, Kurt, and Hank approach Adam. "I still don't trust you. If you even THINK about double-crossing us bub, I won't rest until I slice off that stupid mask along with your head!" He threatened Adam up close to his face while popping out his claws in front of the Fauns.

"And if you even get in my way, I won't rest until I outright slice your head off and feed it to the Grimm!" Adam retorted with his own threat and blade to Logan to his face.

"Huh. You really think your threat and sword's gonna scare the guy who beat the devil?" Wolverine asked the Faunus.

"He's kidding right?" Blake asked.

"Oh no. That really happened." Spidey answered her.

"WHAT?! THAT'S CRAZY!" Both Blake and Sun said at the same time, surprised.

"I've been to Hell and back plenty of times before. A kid this weak doesn't stand a chance." Logan said before turning back to Adam.

"Whatever. Let's just go already." Adam said.

"I am not going to like where this is going, Kurt." Beast said to Nightcrawler.

"Me neither. I'll be surprised we even survive the trip to Mistral if they keep this up." Nightcrawler said to the mutant doctor.

"Let's hurry up, fur balls! Time's wasting!" Adam said to the blue skinned mutants.

"You better take back what you said about my friends, horn head." Logan, again, threatened Adam with his claws.

"Make me, hairless animal." Adam retorted with another threat before Spidey, having enough of their stupid argument, throws a small bag, filled with his new Goblin-Eraser Tracers, to his mask.

"Alright, that's enough. You two are making Blake upset with your constant arguing. See?" Spidey said while putting his hand on her shoulder, but receives a painful elbow to the chest by the irritated cat Faunus, causing him to grope onto his chest in pain.

"Take care and good luck to you all." Charles wished them good luck before Kurt uses his mutant power to teleport them to Mistral, or at least slowly get them there with his limited teleportation ability.

* * *

 **En Route to Menagerie by the Blackbird, traveling at high speeds above the ocean**

While Adam, reluctantly, teams up with some of the X-Men to save Sienna Kahn and some of those that have been infected by the Oz formula, Spider-Man and the rest of the gang continued with their original plan to visit Blake's parents over at the island Menagerie. Everyone, except for Spider-Man for some reason, are wearing their regular, every day civilian clothing as they make their way to the island.

"C'mon, Wanda. You know you want to." Spidey said to the Scarlet Witch as the two are in a middle of a conversation to pass the time. "My Spidey-senses, your hexes, Las Vegas? Whaddya say?" He asked the mutant in front of his seat.

"Nope." She replied with a smile.

"Ahh. You're no fun." Spidey said to her.

While that's happening between them, Sun and Kitty are in the middle of a conversation of their own while sitting next to the windows. "So, uh, Kitty? Are you doing anything later today? You know, after we visit Menagerie?" Sun asked the mutant.

"If it's about a date, you'll have to wait." Kitty replied while texting through her cell-phone, causing Sun to feel rejected.

Blake chuckles to herself after seeing Sun's failed attempt to ask out Kitty. She looks out through her window to see the beautiful ocean below them and the clear, blue sky above her.

"Is something the matter, Blake? You seem troubled." Xavier asked her from the cockpit while Scott drives the jet.

"It's nothing, Professor." Blake told him but still having a sad face for some reason.

"Are you worried about Adam?" Charles asked her.

"Yeah…" She sadly said before turning back to her window. "I'm just…scared that he might do something he might regret, that's all."

"You don't have to be scared, Blake. That's why I sent Logan and the others to watch over him, so he won't do anything too reckless." Charles said to the Faunus. "I've delved into his mind, seen his thoughts. And while some of his reasons are 'noble,' the way he wants to carry them out are just considered too dangerous as he doesn't see the consequences of his actions. He regrettably reminds me a lot of Magneto. I just hope he comes around before it's too late." He told her.

"I hope so too." Blake replied, still looking a bit depressed. Before she could ease up and look out the window again, she and everyone else on board starts to feel a massive earthquake, causing the tides beside them to get bigger and bigger. "What's going on?!" She shouted for an answer while trying to keep her balance.

"SCOTT!" Spider-Man shouted from his seat, using his stick-em powers to make sure doesn't fall or trip while the ship shakes violently.

"We're experiencing some sort of earthquake! Don't worry! It should stop in just a second!" Scott shouted from the pilot seat, using his expert driving skills to make sure the Blackbird stays stable in the air. A few seconds later, the tremor quelled and everything seemed calm as before. "Whew! See? What did I tell ya?" He asked his passengers.

"Ugh. Could you take it easier next time, Scott?" Kitty asked, feeling dizzy.

"I think I'm gonna be sick." Sun said from his seat while trying to regain his balance.

"Why did we suffer an earthquake? There were no reports of us having an earthquake today." Spidey said.

"That's because this earthquake wasn't a natural one." Wanda told him.

"What do you mean, Wanda?" Blake asked the witch.

"Didn't you feel it? It wasn't just Remnant that shook, but it felt like reality itself was shaking and started to crumble bit by bit." Wanda answered her.

"Yeah. Now that you mention it. The air does feel a bit lighter than it did a second ago." Spidey said.

"It must be because of the Reality Storm Madame Web mentioned to us before." Blake said, thinking to herself.

"Reality Storm? What's that?" Sun asked her.

"Just recently, Goblin absorbed power he wasn't supposed to take. Because of that, he disrupted the natural balance of our world, and combined with his demonic power, his presence ALONE is causing ripples in our reality." Blake started talking to Sun about the Reality Storm. "We saw the damage caused by these ripples: planets getting destroyed from this dimension to the next, natural disasters in the universe, and even cosmic storms that are happening throughout time and space. It's becoming a mess. What we've just experienced is probably just a prelude of things to come." She told him.

"Whoa! So that's what Captain America was talking about yesterday. Talk about intense." Sun said.

"And it will only get more intense if we don't stop Goblin." Scott said from the pilot seat.

"Indeed, Scott. Our very existence is at jeopardy right now. Hopefully soon, we can find Goblin and put a stop to his scheme, or else all hope is lost." Charles Xavier said as Cyclops continues flying the jet as they approach Menagerie.

* * *

 **Menagerie**

The Blackbird finally arrives at the small island known as Menagerie, the only safe haven for the Faunus in the world. From their windows, the kids can see so many small buildings and homes among the dunes and palm trees. Scott gently lands the ship in the ocean next to a cruise ship that's dropping off new Faunus into the town, just as the town bell is ringing.

"We're here everyone." Scott said as the jet's doors and ramp open up to the wooden plank next to the ship. Everyone walks out of the ship, with Wanda holding onto Xavier's wheelchair, Blake taking off her bow to reveal her cat ears to her people, and Scott closing up the doors and putting the ship in stealth mode so no one won't find and try to break it.

As they start walking into town, Sun stops himself to look around his surroundings. He sees several Faunus wearing summer clothing while out casually at the dock. He sees some of them waiting for their friends or family from the cruise ship. The dock is also a commercial area, with mobile kiosks selling food and other wares, all while under the relaxed atmosphere on a sunny day.

Spidey whistled after seeing this beautiful paradise. "Not a bad place. My kind of vacation spot."

"I've never seen so many Faunus in one place." Sun said as they walk through the market area together.

"This place kind of reminds me of Genosha, but a lot more peaceful and the people genuinely having a good time." Kitty said while looking around her area.

"This truly is a wonderful place to live in." Wanda said while looking ahead, seeing some of the children having a good time and can't help but feel happy for them.

"This is the one place everyone can feel safe, no matter who or what they are." Blake told them.

"Wow, sure is, uh, crowded, huh?" Sun asked her while scratching his head.

"Yes. Yes, it is." Blake answered his stupid question.

"Just do what I do when there's traffic." Spidey said, shooting out a web line to a nearby pole. "WEB SWING!" He said, swinging to the pole, leaving Blake to just face palm and shake her head at his childish antics.

As Spider-Man swings himself to the top of the large pole, the Faunus below noticed and finally recognized the hero. "Hey, could it be…" One of the towns folk started talking amongst themselves.

"It is…"

"SPIDER-MAN!" Some of the Faunus children shouted from the crowd.

And as if there was a huge sale at a nearby kiosk, almost every Faunus in the crowd starts running up to the pole where Spider-Man is currently standing, almost bumping into Blake and the other mutants as they all stand around the pole and wanting to personally meet a hero to the Faunus. "Okay! This isn't what I was expecting!" Blake said, a bit stunned at what just happened.

"We've only been here for a minute, and Spider-Man is already making a mess of things." Scott said with his arms crossed.

Spider-Man drops down from the pole as he is surrounded by his new fans. "Whoa! Whoa! What's going on here?!" Spidey shouted while the Faunus are trying to get his autograph.

"I think the people of this island likes you, Spider-Man. After all, you are a hero that has saved countless lives during your time in this world, faunus or not. You're practically the only human in this world that has openly stated his stance on wanting to help the Faunus in any way you can." Xavier said to the Spider from outside the crowd.

"Of course I have to travel to an alternate dimension and to an island in the middle of nowhere to get some love!" Spidey said before turning to his Faunus fans. "Now! Now, everyone…" He then uses his webbing to create three clones of himself for the people. "There's enough me to go around! So get in an orderly line, and your Friendly-Neighborhood Spider-Man will be happy to write ya an autograph, take a selfie, or whatever you guys do here for fun! How's that?!" He said, getting the people even more excited to me with Web-Slinger.

"This might take a while, so let's continue, shall we?" Blake asked the rest of the group.

"See ya, Spidey!" Kitty waved to him while they continue their trek through the town, leaving Spidey to address to his Faunus fan club, but none of them noticing a teenage faunus girl that's around Blake's age closely watching them from a rooftop before leaping away.

* * *

Leaving Peter behind, the rest of team continue to explore the town around them, starting with Sun dodging a Faunus carrying a box. "Is it always so…cramped?" He asked Blake.

"Well, when you try and take an entire species and put them on an island that's two-thirds desert, yeah, it tends to be cramped." Blake told him.

Kitty gasped. "Two-thirds desert?! You're kidding right?" She asked the cat.

"Nope." Blake simply answered her.

"What! You guys have that much more space? Why waste it? A little desert never hurt anyone!" Sun said to her.

"Unless it's the home-base for Apocalypse." Scott said to himself.

"It's not like the desert in Vacuo, Sun. The wildlife here is more dangerous than most other regions." Blake informed Sun.

"So, they give us a terrible island, in the corner of Remnant, to try and shut us up." Sun said.

"That's a pretty good summary, yeah." Blake responded.

"Huh. Jerks."

"We try to make the best of things." Blake said, as both faunus and mutants pause in their walk to look at the view of the town the road affords. The road they are on goes downhill and to the side, bordered by palm trees and homes that have either canvas or wood roofs. The vista of palm trees spreads out to the edge of mountainous dunes in the distance. Right in the middle of all this is a large house with an open courtyard that the road appears to lead directly to. The house is at least three stories and is the only building in the whole area with a sophisticated roof.

"Whoa…" Sun said in awe.

"What is this place?" Wanda asked Blake.

"This, is Kuo Kuana." Blake answered her question.

"It's... beautiful. I take it all back. This place looks great! Why would anyone ever want to leave?" Sun asked her.

"That's not the point, Sun!" Blake raised her voice to him. "We asked to be equal, to be treated just like everyone else! Instead, we were given an island and told to make do. So we did the best we could. We came together and we made a home where any Faunus could feel welcome. But this island, this town, will always be a reminder that we're still not equal." She lowers her face. "That we're still second-class citizens." She said.

Professor Xavier, after listening to her little rant, rolls up to her side to comfort her. "We know how you feel, Blake. All of the mutants on Earth do. We dream of a world where both species can live together in harmony. It hasn't been easy. To this day, we're still being treated as the inferior race to the humans, but we can't let that get to us, because any dream worth having is a dream worth fighting for. I know that one day, we will be seen as each other's equal. I'm sure of it. We just got to keep on fighting, no matter what people or the whole world might say about you. Remember that." He told her, which reminds Blake of a similar speech Peter gave to her the first time they met a few months ago, about how you should never stop fighting, no matter what happens.

Blake, touched by his words, as well as remembering Peter's words, lets out a touching smile and nods to the Professor. "Thank you, Professor." She then looks forward with a determined look on her face. "Alright, time to go home."

"Oh yeah?" Sun moves his hand to her shoulder and pulls her in. "Which one's yours? Can you see it from here?" He asked her, using his free hand like a visor to help him peer at the houses.

"Kind of." Blake said.

"Is it that one?" Sun points away from Blake. "What about that tiny one down there?" He said as he points across Blake. "I like the paintjob."

"Hmmm. Is it that one?" Kitty points to the large house all the way in front of them.

"Correct, Kitty." Blake said with a smile.

Sun stares for a second before pointing his finger at her with a questioning expression. Blake nods. Sun looks at her for a beat before taking his arm off her and stepping back. He covers the sides of his head and crouches a bit, staring wide-eyed at the house and making a comical, amazed noise.

* * *

Blake, Sun, and the other mutants walk up the stone steps to the front door of the house. Blake hesitates when she moves to use the knocker.

"What's wrong?" Scott asked her what's the problem.

"I um…it's just been a long time since I've seen my parents." Blake said with a sad expression.

"Well, you came all this way." Kitty said to her.

"She's got a point." Sun agreed with her. Blake takes a quick breath for courage and bangs the door knocker. It makes a loud, heavy, resonating sound on the large door. Sun stares up, stepping back while Blake politely backs away from the door a few paces. "Okay, if we're being honest, that's kind of intimidating." He said, pointing up at the door.

Both Sun and Blake give a start at the sound of the door being opened. Kali Belladonna, a short, female cat Faunus is behind it, looking around at the visitors. Her ears perk and she moves the door out of the way so she can step forward when she recognizes her daughter.

"Blake?" Kali said, almost in disbelief.

"Hi, mom." Blake said, awkwardly lifting her arm in greeting.

Kali steps forward and hugs her daughter. "My baby girl." She said.

Blake hesitates, uncertain for a moment, before her face gentles into a smile and she hugs her mother back. They stand in front of open doorway. From inside the house, footsteps come closer and a shadow falls onto the carpeted entryway. Kali lets go of Blake and turns behind her at the sound of Ghira Belladonna's voice.

"Kali? Who is it?" Ghira asked, standing with his hands on his hips, waiting to greet the visitor. His quizzical expression changes to wide-eyed surprise, before his hands, shoulders, and face all fall in a clear, emotional reaction to the sight of his daughter come home.

Sun and the other mutants grin, pleased at Blake's welcome as they turn to look at how she's taking it. Blake has her hands clasped in front of her, awaiting her father's reaction. Kali has not let go, with her hands supportively on Blake's shoulder and arm.

Ghira says nothing, but smiles, clearly happy. Blake smiles back, relieved. She, Kitty and Sun exchange sideways glances.

* * *

Both the mutants of the X-Men, the Faunus of the Belladonnas, and Sun are all sitting on the floor at a square table while drinking tea thanks to Blake's mom.

"We were horrified when we heard the news." Kali started the conversation between her daughter and her guests, referencing the big, goblin battle at Vale, when Goblin almost destroyed the entire kingdom with a sun sphere. "The Kingdom of Vale isn't perfect, but it certainly didn't deserve what happened. Oh, we were both so worried." She said.

"Please, I knew she'd be fine!" Ghira told his wife.

Kali scoffs. "That isn't the slightest bit true. You should have seen him pacing."

"I would be pacing too if my daughter was living in a city when suddenly the sun popped up next to her window." Kitty said before drinking more of her tea.

"You guys have nothing to worry about. I've seen your daughter in action before! And trust me, she's got some moves!" Sun told Blake's family. Blake, who was sipping from her cup while Sun spoke, abruptly lifts her head and swallows at his last choice of words.

Ghira glares at the young man on his right. "And what exactly do you mean by that, Mr. Wukong?" He sternly asked his guest.

"Probably shouldn't have said that." Scott said to Sun, with the latter freezing up and slowly turning toward his host.

"I... uh, well, you see sir, it's just that, you know, that she's such a good fighter and all, uh, and as a fellow fighter, I have a lot of respect for her..." Sun started talking to Blake's father.

While Sun is explaining his poor choice of words to Ghira, Kali leans over to her daughter. "Why is he here again?" She asked her.

"...And her fighting. But also for her..."

"Pity." Kitty said while Sun is still talking.

Blake chuckled at her comment. "Pretty much."

"...because of her fighting. Not her looks. I mean, not to say she's not good-looking. She is! Very! Or..."

"I see." Kali said.

"...slightly, I mean she's definitely above average. I mean, uh..."

"Uh, Sun?" Wanda interrupts his talk. Sun stops and struggles for words as both the faunus and mutants watch him and wait for him to either get out of the hole he just talked himself into or keep digging.

In the awkward silence, Sun uses his tail to pick up the tea kettle and pour some more tea into his cup. "This tea is really good." He sips a bit from his cup. "Heh-uh."

"I like him." Kali said to her daughter.

"Mom!" Blake said, embarrassed.

Xavier clears his throat to get everyone back on topic. "Okay. I think we've sidetrack long enough." He said to the group.

"Indeed, Xavier. Now, if I recall, you were just in the middle of telling me about these 'mutants?'" Ghira asked the Professor to get back on a conversation they were having before getting sidetrack.

"Yes. On Earth, we mutants were born with a special gene that we like to call the X-Gene." Xavier continued their discussion about mutants. "Depending on the person, the X-Gene gives the user a different kind of 'superpower,' some which can lead to some cataclysmic events without proper care and training. That's why I formed the Xavier Institute to not only train young mutants to learn how to use their newfound power, but to also support and hope for unity between both the mutants and the humans on our world. You've already met some of my finest students: The X-Men." He said, directing his attention to Scott Summers and Kitty Pryde, who both happily wave at Ghira and Kali.

"Thanks to Scott and his team, we have made some progress in achieving equality between our two races." Xavier continued. "One of my closest friends, Ororo Munroe, also known as Storm, was recently engaged and married the Wakanda human King known as T'Challa, and the two have been extremely happy ever since." He said.

"Oh. I feel so happy for them." Kali said, feeling happy for a human and mutant having a wonderful time with each other.

"It's not all the time you hear two individuals from two different races getting married. That's truly an accomplishment, Charles." Ghira said.

"I know, right? It's incredible! Kitty here even dated Pet-!" Before Sun could spill the beans about his human friend Peter Parker being from another dimension to Blake's parents, and to hide her embarrassment, Kitty immediately punched him over the head to stop him from continuing. "Quiet!" The angry Kitty demanded from him.

"Yes, ma'am…" Sun said in pain, while a quiet Blake sips from her cup to hide her smile at seeing him in his state.

"As I was saying…" Xavier said, looking a little annoyed before turning back to Ghira. "Even though we've made peace with some of mankind like the Avengers, the majority of them still fears us. And it's mostly to some of those mutants who doesn't want equality between our two kinds."

"Magneto…" Scott said with a small snarl from his voice.

"Magneto?" Ghira asked confused.

"Erik Lehnsherr. The two of us have known each other long enough that we considered ourselves brothers, but unlike me, Erik wants nothing more than to see humanity fall and destroyed, repeatedly trying to start wars between them, so mutants can come out on top as the dominating race of the planet." Charles said, looking a little sad while saying that about his friend/enemy.

"That's terrible! He would actually go through such lengths?!" Kali asked, a little shocked.

"He would. I've seen it happen before my eyes. After all, I am his daughter." Wanda said, getting a stunned look from both Ghira and Kali.

"His daughter?!" Ghira asked her, still stunned.

Wanda sadly nodded. "After a while, me and my brother had enough of his repeated acts of destruction and joined the Avengers, so I can help people of Earth, both human AND mutant kind."

"That's mighty brave of you, Wanda, but it must be tragic for you to face your own father repeatedly, is it?" Ghira asked the witch.

"It is, but I know what he's trying to do is noble. I just hope one day he realizes what he's doing isn't right, for both of our kind." Wanda said, with her head slightly lowered.

"That is why I am here, Mr. Belladonna. I would like to do my part in helping the faunus the same way I want to help the mutants of my world. After all, we are essentially distant cousins from two universes, so it would be so kind if I do my part in helping my distant relatives." Charles said to Ghira, who is very impressed and respects the professor's willingness to help out the faunus.

"That's very kind of you, Charles." Ghira said to him with a smile. "You remind me of me back when I was the High Leader of the White Fang. Just wished Sienna Kahn shared our same philosophy. Too bad from what I'm hearing, that 'Green Goblin' monster has her entirely within his grasp, along with the rest of the White Fang." He said, groping his beard.

"Don't worry, Mr. Belladonna. Some of the X-Men are currently on a mission to rescue her and some of the White Fang that have been infected." Scott informed him.

"That's great! While I don't fully condone many of her methods, I do condone what she fights for: the idea that the Faunus and humans are, and should be, equal, especially not being controlled by a man like Norman Osborn." Ghira said.

"Which reminds me. Dad." Blake spoke up, getting her father's attention. "Goblin once told me that he actually visited both you and mom months ago. Is that true?" She asked them.

"I don't recall ever meeting him." Kali said.

"But we did meet a mysterious Faunus named Mason Banks around that time period." Ghira said.

"Mason Banks?" Sun asked.

"Who's that?" Kitty asked.

"He told us he was some scientist and explorer that wanted to help create a world where humans and Faunus are seen as one." Ghira started explaining to his guests. "He said something about evolution playing a key in this, but I still don't know what he meant by that." He said while looking at his cup.

"Do you remember what this man looked like?" Scott asked the Belladonnas.

"Hmmm." Kali thinks to herself, trying to remember what Mason Banks looked like. "If I recall, he had green skin and small horns, and was also wearing regular everyday city clothes."

"That could be anybody. Anything else?" Wanda asked.

"I sensed that he had this strange aura that I couldn't exactly place on top of my tongue. He even said something about how he had a son named Harry but died a long time ago." Ghira told him.

Blake immediately got up from the floor after hearing about Harry. "That's him! That was Osborn who visited you guys! HE was the one who killed his own son!" She shouted, shocking her parents.

"What?! It was him?!" Kali asked her stunned.

Ghira angrily slams his right fist hard on top of the table. "You mean to tell me that I had a murderous psychopath inside my own home!? I can't believe this! I had a feeling something was wrong with that guy! I was just too naïve to see it!"

"Don't be too hard on yourself, Ghira." Charles calmly said to him. "We've all, at one point or another, been tricked by Osborn. He will pay for his crimes on both our worlds. I assure you that." He said, calming the Faunus down.

"Thank you, Charles. That madman has to be stopped, no matter what. He's putting both human and Faunus-kind in mortal danger, not to mention the mutants of your world. We can't let him succeed with whatever scheme Osborn has cooked up." Ghira said.

"Indeed." Charles agreed with him.

Before they could continue talking, the loud sound of the front door knocker resonates, catching their attention. "Who could that be? Certainly not another meeting I hope." Ghira said.

"I think I know who it is." Blake said while walking up to the front door.

"Who is it?" Kali asked the mutants.

"A friend who I'm sure got lost trying to find this place knowing him and his sense of direction." Kitty replied.

"Who?" Ghira asked her, a little confused.

As Blake opens the door to meet a familiar face, she is left dumbfounded at her friend's new look. "Peter…What are you wearing?" She asked the Wall-Crawler, still a bit dumbfounded by what he is wearing.

"Oh this?" Spidey touches his sombrero while also touching his new sash across his waist and fake mustache on his mask. "These are just some of the gifts that the locals gave me. Say this stuff is pretty popular here."

"And the mustache?" Blake asked him.

"I thought I buy it to look a little trendy. Like it?" He asked her while twirling his 'stache.

"No." She replied with a serious and disapproving look. "You honestly would look better wearing a red afro and a rubber nose like Logan said." She said with a devious smirk.

"Aw. You don't mean that, Senorita?" Spider-Man asked her with his fake Mexican accent.

While the two are talking, Blake's mother walks up to the front door to find out who the new visitor is. "Blake? Is everything alright-?" She stops talking and gasp, as she sees in front of her is Spider-Man talking to Blake. "You're Spider-Man!" She said, sounding a bit excited to meet the hero of Vale.

"The one and only." Spidey said with a smile behind his mask.

"I can't believe my own daughter is friends with an actual superhero!" Kali said as she walks up to Spidey. "My name is Kali Belladonna. It's so nice to actually meet you. I'm actually a big fan of your heroics back in Vale." She said while shaking Spidey's hand.

"Thanks." Spidey said before taking out the picnic bag full of wheat cakes from his back thanks to them sticking to his backside. "Here. I brought you some wheat cakes as a gift." He offered her the wheat cakes.

"Oh, how nice of you. Thanks." Kali hugged the boy before taking the bag from his hands. She passes by Blake, "I like this one more than the other one." She said to her daughter, causing her to groan from all the teasing.

"What did she mean by that?" Spidey asked his cat friend.

"Let's just go." Blake said, looking a little angry as the two friends walk over to the central room with the rest of the gang.

"Howdy!" Spidey greeted his fellow mutants and Faunus.

"Spider-Man?! What in the WORLD are you wearing?" Scott asked the spider jokester.

"It's the latest fashion design here in Menagerie." Spidey told him.

"Including the mustache?" Kitty asked while giving him a strange look.

"Just an added perk to my already attractive design." Spidey said while twirling his mustache again.

Scott sighed while putting his hand over his face. "At times like this, I'm glad you're not a mutant."

"So, you're the Spider-Man who saved my daughter's life and the kingdom of Vale a few weeks ago." Ghira said as he gets up from the floor to meet with Peter. "It's nice to meet you, Spider-Man. I'm sure by now you know that the Faunus of this island are extremely grateful for your efforts to help our kind back in Vale. It's nice to meet a human who sympathizes with our cause."

"Your welcome, Mr. Belladonna. I'm just happy to help out those in need." Spidey said while shaking his hand, with the big Faunus surprised just how strong of a grip Peter has.

"Not just the Faunus. Spider-Man has also been a longtime supporter and friend to the X-Men and the other mutants of Earth because he sympathizes with the constant hate we consistently receive." Xavier said to Ghira.

"How so?" Ghira asked the Spider.

"I've had a LOT of smear campaigns and hate parades against me over the years, especially from an old man who likes to pay his photographers less than the minimum wage. Heck, he's even offered millions of dollars in cash multiple times for my arrest before." Spider-Man told him.

"WHAT?!" The entire Belladonna family shouted in unison, surprised that a good hero like Spider-Man was called in for arrest for being good.

"What? I didn't tell you?" Spidey asked Blake.

"Of course not! I never knew Jameson hated you THAT much to call for your arrest for cash!" Blake said.

"Usually, you would expect that amount of money to be offered to catch dangerous crooks. But you're a hero. A single kid nonetheless." Ghira said to Spidey.

"And you're saying that more than the people of your world hates you for doing right because of this Jameson person?" Kali asked the Spider.

"Yep. Jameson is the type of guy who would blame me for giving him the flu during the winter." Spidey said to them.

"Unbelievable..." Ghira said, shaking his head while crossed armed. "It's bad enough that the entire race of both Faunus and mutants get scorn by our worlds, but you are just a single boy that seems to gain as much, if not, MORE collective hate than both of our races combined."

"My luck is just THAT bad." Peter told him.

"Well, like I said before, Peter. The Faunus appreciate what you are doing for us, and we hope that someday your world will see just how good of a hero you are." Ghira said to Spider-Man.

"Thank you, Mr.- Wait! Wait! Wait! Did you just call me 'Peter?'" Spidey asked him after realizing what he just said.

"That is your name, isn't it?" Ghira asked him.

"But how do you know that?" Blake asked her father, never recalling telling him about Peter's secret.

"SUUUUNNN!" Spidey angrily turns his head over to Sun, who was about to eat some of the wheat cakes Peter brought them before he finds himself in Peter's flaring gaze of anger.

"I didn't say anything! I swear!" Sun exclaimed.

"No. It wasn't him. An old friend of mine told me your secret identity not too long ago. You may know him as Ben Burnside." Ghira said to Spidey.

"Mr. Burnside? You know him?" Peter asked him how he knows, who is essentially, this world's version of his Uncle Ben.

"Of course. The two of us go way back even before I became the High Leader of the White Fang. He and his wife are good friends with our family and have supported each other for years. After I stepped down, Ben and his wife moved to Vale to make a living there, but we still make contact with each other every chance we get. It was a couple of weeks ago when I heard he and his wife was saved by a human boy from a mugger. He told me that boy was you, told me everything about how brave and heroic you are and how you bring hope to all living beings, no matter if they're faunus or not." Ghira explained to Peter, who seemed really astonished by what he said.

"Wow. Well, if Mr. Burnside trust you with my secret identity, then I'm cool with that." Spidey said.

Ghira gives Peter a big pat on his back, causing him to slightly jump forward. "Come, Peter. Sit down with us. You must be tired after being bombarded by all those people outside, huh?" He asked the kid.

"You have no idea." Spidey said as Ghira directs him to a seat on the floor, leaving Blake by herself to stand as she thinks about what her father said about Peter deeply in her thoughts.

"Hope, huh?" She asked herself, letting out a small smile before she joins her friends and family onto the floor.

* * *

 **White Fang Headquarters in Mistral**

In the heavily, fortified, metallic base of one of the Goblin Nation's bases at Mistral, a single, infected member of the White Fang is currently guarding one of the hallways of the base, and when I mean guarding, I mean sleeping on the job, snoring loudly and annoyingly, which would make a person wanting to slug him out to stop him from snoring.

"Excuse me? Could you keep it down?" Someone with a German accent asked the guard, poking his shoulder.

"Huh?" The guard wakes up and turns to his left, only to find Nightcrawler punching him dead in the face, knocking him out cold.

"Thank you, my friend. That is much better." Nightcrawler said to the unconscious guard, checking his palm after that punch. He then opens the door next to him to let in Wolverine, Beast, and Adam into the hall.

"Excellent work, Kurt." Hank complemented his friend.

"Your welcome, Hank. Teleporting into the base was simply no problem." Kurt said.

Adam takes out the bag that Spider-Man gave him and looks through it, taking out one of the Goblin-Eraser Tracers and examining it closely. "This stuff better work." He said before tossing the tracer to the unconscious guard's neck. After making contact with the skin, the tracer makes a harmless explosion to reveal a dozen mini-spider bots, each carrying a dose of the Anti-Goblin Cure. The spider bots move around the body, poking their small needles into the skin, injecting the guard with the cure.

Then, the guard starts to shake with a mild groan, as his entire green skin slowly starts to revert back to his normal skin color, along with changing his black eyes to normal as well, effectively curing the guard of the ISO-Oz formula.

"I can't believe it. It worked. The kid actually did it." Adam said while looking at the cured, but still unconscious White Fang goon, surprised that the cure Spider-Man created really did the trick.

"If there's one thing you need to learn about Spider-Man, is that the kid never turns his back on those that needs help, no matter what kind of species they're from." Wolverine said to Adam before turning to Kurt. "Kurt. Teleport this guy out of this place, will ya?" He asked the blue elf.

"Got it. I'll be back soon." Kurt said before crouching down next to the WF goon and teleporting him out of the base. After a second, Kurt teleports himself back into the hallway. "Did anyone miss me?" He asked with a smile. Adam takes out a handful of the cure tracers and gives a couple of them to his allies.

"Alright. Let's go find Sienna Kahn and cure whoever we come across before we get spotted. Is that clear?" Hank asked everyone else.

 **BGM-Marvel vs. Capcom Infinite OST- Battle Theme #2**

Before anyone could answer, the alarm of the base starts blaring red, as the enemy has found out about the intruders. "So much for stealth! Somehow we got spotted!" Logan said as he smells more guards coming for them across the hall.

"This way! Follow me!" Adam shouted, as everyone runs towards his direction to escape the guards and run around the base, knocking down and curing all the infected White Fang goons as they run away.

"You sure you know where you're going, kid!?" Logan asked, dodging bullet fire from a Spider Slayer before tearing it apart with his claws.

"I do! Sienna's chambers should be down this hall!" Adam shouted back at him, using his sword to slice up a couple of Ultron bots and Goblin Guard Androids.

Nightcrawler takes out his fencing foils and easily disables a couple of Goblin Goons with the combined use of his fencing skills and his teleportation ability, but is still not enough to take out the small army coming for them. "We're not going anywhere with these guys blocking our path!" He said before he continues fighting.

"Hank!" Wolverine shouted for the Beast, who was currently overwhelmed by a number of troops and robots.

Using the strength of a beast, Hank breaks out of their grasp with a mighty roar and charges at the remaining reinforcements, shoulder tackling the single row of baddies, creating an opening for the other heroes.

"Not bad! I believe I've underestimated you mutants!" Adam said, impressed by their skills and powers.

"Let's go, X-Men!" Logan said as everyone follows Beast deeper into the core of the base.

 **BGM Ends**

"Alright! We shouldn't be too far from her-!" Adam is interrupted as the group feels an avalanche shaking the entire ground.

"An avalanche?!" Kurt asked while trying to keep his balance, but fails as they trip and fall flat on the ground.

 **BGM-Megaman X8 OST- Boss Confrontation (Demo 1)**

"Not an avalanche…" A voice calls out to the X-Men and Adam not far from them. As the heroes stand up and look ahead, they see that the voice came from a man in metal armor. Standing beside him is man wearing goggles and holding a flame-thrower. A HUGE, and fat guy wearing a tank top. And a guy with blond hair and looking like a wild animal with claws. All four of them sporting green, scaly skin and black eyes. "THE Avalanche. Welcome to die, X-Men." The guy with the metal armor said while standing next to his passé.

"Who are these weirdos?" Adam asked as he gets his sword out.

"The Brotherhood." Beast replied to the horn headed Faunus. "Evil mutants that work for Magneto back on Earth. Standing before us are: Avalanche, Pyro, Blob, and Sabretooth." He informed them.

"But it looks like they're now working for Goblin judging from their skin tone." Nightcrawler pointed out their new skin and appearance.

Sabretooth lightly growls as he looks at Wolverine with a smile on his face. "Wolverine… Never taught I would see your face so soon, especially in this world."

"Sabretooth…" Wolverine growled as he pops his claws out. "Should've known you lug-heads would be here the moment we heard Magneto was in this dimension. Now tell me which boots are much taster to like: Magneto's or Goblin's?"

"Hey! Don't you dare talk to our master like that!" Blob said to Wolverine, angry at his tone. "Our master said we are vital in creating the new world."

"New world? What are you talking about?" Beast asked him, confused on what he meant by that statement.

"Hehe. Like you would understand. You, along with everyone else in the _old_ world will soon burn by our own master's grand plan!" Pyro said while laughing manically.

"If there's anyone who's going to bring about a new world, it'll be me! Get in my way or I'll cut you down!" Adam threatened them.

"Hmph. You don't have what it takes to bring about the new world. We will make sure of it." Avalanche said to the Faunus, using his mutant powers to cause another huge tremor across the ground.

Adam was able to jump up from the ground, avoiding the tremor, leaping over the Brotherhood and continuing his pursuit to find Sienna, leaving his mutant allies to face the Brotherhood alone.

"Adam! Come back and help us, you horn-headed idiot!" Logan yelled back for him before Sabretooth lunges at him to start their fight.

"Well, this situation definitely gone from bad to worse." Beast said to Kurt.

"Really? I haven't guessed it." Kurt said, as the two of them get ready to fight the other three, infected mutants without Adam to back them up.

 **BGM Ends**

* * *

 **Pocket Dimension Created by the Goblin**

In his pocket dimension, unaware that the X-Men are in Remnant and tearing through his base at Mistral, the Syn Goblin King is sitting on his throne aboard on his floating city: The Neo-Oz Carrier! The Goblin King has been spending many hours sitting on the throne, watching numerous holographic video recordings of Spider-Man and the many times the two of them have fought each other, not to mention the other times Spider-Man has defeated him and other villains from Earth.

Goblin is closely studying Peter from these recordings, doing more research about him that he might've missed while he wasn't paying attention. He has even watched the video recording of their great battle over at Vale a few weeks (or months to him since his time in the negative zone). He watched the part where Peter has just unlocked his Other powers, and Professor Oobleck explained to the heroes about Peter being one of the many spider-totems across the multiverse, and how he is the reincarnation/Avatar of the Great Weaver, the creator of the Web of Life and Destiny, which gives Peter a greater connection to the countless other Spider-Men in the multiverse, making him the focal point of the multiverse itself.

 ** _"_** ** _Peter Parker…You are truly my greatest creation. My son…The child product of the mystic arts of the universe and top-tier science. MY science."_** Goblin said as he gets up from his throne and walks over to one of the monitors floating in the air, staring at an image of Spider-Man. **_"I always knew you held limitless potential, but this just about proves it. For many months, I've been watching you. Constantly analyzing your DNA to learn what makes you tick. And yet, even after incorporating your unique DNA into the OZ formula and injecting it to me and my many children, we still can't seem to fully understand and use your part of the formula to its fullest potential."_** He calmly said to himself as he moves over to another holographic projection of Spider-Man.

 ** _"_** ** _There appears to be an anomaly in your DNA, and I'm not referring to your 'Other' or your role as this so-called, 'Chosen Avatar of the Great Weaver.' No…There appears to be something else about you specifically. Something that makes you stand out from the crowd. But what could it be?"_** Goblin asked himself before swatting away the holograms away, turning them off. **_"Whatever it is, I know for certain it makes you vital in helping me bring about a new age. I'm sure of it. Yesss. Soon, my son, you will finally be reunited with your true family, and a new world is surely to flourish!"_** Goblin said with an evil laugh.

As he continues laughing, he starts to feel great pain coming from his chest, causing him to kneel down while holding onto the part of him that's weakening him. **_"What is this…this pain?!"_** He asked himself, grunting in pain. **_"Wait! I've felt this before the other day, but it's worse! Someone is being disconnected from my control!"_** He slowly gets up from the ground and attends to his head. **_"This pain…It's as if I felt about 25% of my forces being pulled away, but how is that possible? If they were killed, that would be different, but someone is deliberately taking away my forces out of my link that losing them is slowly weakening me!"_**

Goblin is then interrupted as he is getting reports that one of the Goblin Nation's base at Mistral has been infiltrated and the Brotherhood have been dispatched to deal with them. **_"Something must have happened there to disrupt my control of some of the White Fang! I need to see to this personally, and find out the cause of this pain!"_** Goblin said, teleporting himself to the GN base at Mistral.

* * *

 **Back at the Goblin Nation's Base at Mistral**

After dodging more of the guards of the base, Adam alone arrives at the throne room of the former White Fang Headquarters, where he meets the infected, tiger-based looking High Leader of the White Fang, Sienna Kahn. And standing beside her throne are Brothers Corsac and Fennec Albain, who too have been turned into goblins.

"Adam? How interesting. Last I heard you perished by the King's hands." Sienna said to Adam, watching him from her throne with a smile.

"I'm not so easy to kill, 'High Leader.'" Adam said, slowly walking up to the leader of the White Fang.

"That's because you are too weak to be even considered killing. But enough of that, tell me why you are here?" Sienna asked him.

"Isn't it obvious? I'm here…to save you from the Goblin's control." Adam slowly takes out his sword from his side so she won't see him taking it out. "Permantely!" Using his speed, Adam quickly thrusts himself towards a still smiling Sienna, intending to kill her with his blade and take her position as the High Leader of the White Fang once the war against Goblin is over, but… "Hey! I can't…move!" Adam finds himself stuck in mid-air inside a gravity sphere, with his sword only inches away from Sienna's heart.

"Hmhmhmhmhm. What wasted potential." The infected member of the Cabal, Magneto, hovers down from the air, standing next to Sienna. He uses his gravity sphere and throws Adam to the ground, using the metal floor and encasing his entire body except for the head.

"How…?!" Adam started talking as Sienna slowly walks to his front.

"Oh, Adam…" She started talking. "You didn't think I wasn't AWARE of your assassination attempt. Thanks to the King's formula, my senses have evolved to the point I knew you were going to pull this stunt sooner or later. We both could sense your hate, and we both were ready for you in the event you might've survived." She taunted him with a smile.

"It's such a shame, boy." Magneto hovered and landed next to Sienna. "I can tell you and I are so much alike that it scares me. If you just behaved and come to reason in joining our family, you wouldn't be in this situation now, would you?" He asked Adam.

"Go to hell." Adam told him before getting slapped by Sienna.

"How dare you talk to your superiors like that?!" Sienna shouted at him. "People like you have no place in the new world that the Goblin King will create for all of us! Prepared to be crushed!" She said, as Magneto uses his power over metal and magnetism to crush Adam's body with the metal he's encased in, causing him to scream in pain.

Just a good, few seconds after Magneto started torturing Adam, the big door in front of them falls down, with Blob crashing down from it. "Hmm?" Magneto looks ahead to see Wolverine, Nightcrawler, and Beast walking up to the two high leaders of both their respective races, dropping the defeated Brotherhood of Mutants down onto the floor as they do.

"Adam!" Beast calls out as he sees Adam being tortured by Magneto. Before they could go save him, the three X-Men are suddenly lifted into the air and thrown into a wall, clinging them to it thanks to the metal handcuffs Magneto created by using the wall's surface.

"The X-Men. I'm honestly surprised that you somehow found your way to this dimension." Magneto said to his new captives, with him and Sienna taking a few steps forward to meet them.

"Magneto! So you really have become Osborn's puppet!" Wolverine said while using all of his might to break free from his chains, but the Adamantium in his body won't allow him because Magneto is controlling him not to move.

"Puppet? You're mistaken, Wolverine. I am no puppet. Me and Sienna are helping our master as equals, so we could bring upon a new age for all our worlds." Magneto told the X-Men.

"Erik. What are you saying?" Kurt asked him.

"The time for us to usher in a new age is at hand, not just for mutants, but for Faunus AND humans as well. That is the goal we are working so hard to achieve." Magneto said to them.

"This isn't like you at all, Erik! Goblin is messing with your head! Fight it!" Beast said to him, but his words fell on deaf ears.

"Fight what? I am just embracing our evolution. Isn't that natural? As a scientist, you should understand what I'm talking about, Dr. McCoy." Magneto said to Beast, who could only angrily grunt as his response.

While they are arguing with each other, the Syn Goblin King appears right in front of his 'children' to confront the mysterious ache he was experiencing not too long ago. "My King! You're here!" Sienna said, happy to see her master.

Goblin turns his head behind, and to his slight surprise, he finds an unconscious Adam encased in the metal cocoon Magneto placed him in. **_"Adam? This troublesome peasant is still alive? I could've sworn he burned back at my old lab."_** He turns away from Adam and focuses his attention to the X-Men that are cling to the metal wall. **_"What?! The X-Men?! In Remnant?!"_** He asked, a bit more surprised to see some of the heroes from Earth here in this dimension, but quickly regains his composure with a smile. **_"So, the rumors of heroes from another world and this so-called 'Avengers Academy' are actually true. I don't know how the Spider found a way to contact you lot back to Earth, and honestly I couldn't care less, because this doesn't change a thing."_** He said to his mutant captives.

"Oh yeah?! Have you checked on your lackeys lately?!" Wolverine asked the Goblin King, still struggling to break free from Magneto's forcing power.

 ** _"_** ** _Hmph."_** Goblin uses his gauntlets to open up a holographic screen in mid-air to check on his men through the base's security cameras, and finds out some of his men have been cured of his formula. **_"Impossible! That explains the disturbance in the link! Somehow, you fools have managed to cure some of my men from the nexus!"_** He said, angered by their transgressions.

"That's what we do best! Stopping evildoers' plans one link at a time!" Nightcrawler joked, which doesn't help the current situation he and his friends are in.

Goblin thrusts his right arm straight at his captives, charging up a lime green energy ball from his palm. **_"Tell me! How did you inferior beings managed to cure my children? Answer wrong, and I will instantly eradicate you into nothingness!"_** He deepened his voice to make his threat more convincing.

"Heh! Try to make us, spiky!" Wolverine taunted him, getting on the Goblin's nerves.

Since his threat was meaningless, Goblin fires off his green energy sphere at the three X-Men, blowing them out of the building, sending them far away across Mistral after the sphere exploded. **_"Defective mutant mortals."_** He said as he gets a call from his earpiece. He presses on the ear device with his finger, **_"What is it!?"_** Goblin angrily asked the caller from the other line.

 _"_ _My Lord. I have news that Spider-Man and some of his friends are here in Menagerie."_ The voice of a teenage girl informed her liege.

 ** _"_** ** _He is…? Who are with him exactly?"_** Goblin asked his minion, intrigued at this new development of Peter being on the island of the Faunus.

 _"_ _One of them is Blake Belladonna, along with that monkey tailed faunus. The other four are unknown to me. One of them appeared to be wearing red glasses, and the adult with them was on a wheelchair. They were last seen entering the Belladonna family hold."_ The female GG troop informed him.

 ** _"_** ** _Ohohohohohohoho! This is certainly interesting!"_** Goblin said with a smile, recognizing the two from her description. He turns to Magneto behind him. **_"Erik. It would appear that your old friend, Charles, has been spotted at Menagerie lately. Presumably talking to the Belladonna family as we speak."_** He informed his underlining.

"Charles…? Of course he is. He's probably trying to find a way to 'help' faunus the same way he's 'helping' the mutants." Magneto said while repeatedly tugging on his chin.

"Is it time to unleash the Sentinels we have here onto the island, my Lord?" Sienna Kahn asked her King.

 ** _"_** ** _Affirmative."_** Goblin replied before turning his attention to the infected brother Faunus at the throne. **_"You two! Go get the Sentinels ready!"_** He ordered the brothers.

"As you wish, your majesty." The brothers Corsac and Fennec Albain bowed down to him before walking over to the broken door and entering the hall.

Goblin turns back to his earpiece to continue talking to his minion. **_"llia. We're about to activate the Sentinels and unleash them to the island. Stand back until we get there! Is that an order?"_** He asked his infected goon, llia.

 _"_ _Yes, my lord. Llia out."_ She hanged up the call.

Goblin turns to Magneto and Sienna. **_"Wake up the Brotherhood and get Juggernaut ready! We are going to go waste that island immediately!"_** He ordered them to do as he walks pass them.

"And what of Adam, my liege?" Sienna asked him, as the king walks over to the unconscious Adam.

Green Goblin harshly grabs onto Adam's head and rips him out of his imprisonment. **_"I'm going to perform a little experiment with the boy and test out a little theory of mine."_** He chuckles a bit. **_"I will teach the heroes what the true meaning of evolution is!"_** He raised his voice before going into his iconic, maniacal laughter.

* * *

 **Menagerie**

It's the middle of the afternoon, and Blake is standing on a second story deck outside her father's office. She stares at her father's door, beside which hangs an empty birdcage.

"You know, you can always go in and say hi." Kali spoke up, startling her daughter **,** while carrying a tray with a tea set and some of the wheat cakes Peter brought for them.

"I don't wanna bother him." Blake replied to her mother.

"A father's never too busy for his daughter." Kali replied.

"Not all of my friends would agree with you on that." Blake told her.

Kali kisses her daughter on the cheek and hands her the tray. Blake accepts it, but is a bit taken aback by being handed it. "Here." She said.

" _What?_ Where are you going?" Blake asked her mother.

" _You've_ never been very talkative, but the friends you brought home loves to run their mouth, especially that Peter friend of yours. I wanna hear more about the adventures of Team RWBYP and Spider-Man." Kali walks away, leaving her daughter all alone.

"Kali? Is that you, dear?" Ghira calls her out from inside his office.

Blake gives a nervous start of surprise when she hears his voice. The tray shakes in her hands, and she lets out a quiet whine. Ghira straightens some paperwork on his desk. The porch door slides open and Blake steps inside.

"Uh, hey dad." Blake nervously greeted her father.

"Blake! Well, this is a pleasant surprise." Ghira said to her daughter.

"I…"

Ghira stands up from his seat. "Please come sit." Both the father and daughter move to the oversized coffee table and lounge furniture, and Blake sets the tea set at the end where her father sits. "Don't worry, I've got it. Sit down, sit down."

"I don't wanna keep you if you're-."

"Nonsense, I've been cooped up in here all day." Her father said while pouring her tea. He puts a cube of sugar in the cup nearest Blake. "You still take sugar, right?"

"Oh, actually, uh-."

Ghira pulls back nervously. "Oh! Sorry!"

"No, no no no, it's fine." Blake told her father.

"Oh, here, take this one."

"No, really. It's, it's no big deal." Blake said, taking her cup.

"You sure?"

"Positive."

"Old habits, I suppose." Ghira said, watching her daughter take a sip of her tea and winces with a tiny exclamation of pain. "Might wanna let it cool."

"Right…" Blake said with a slight pain in her voice as she sets the cup down on the table.

"So…is it… _warm…_ in Vale?" Ghira awkwardly asked his daughter.

"Huh?"

"It just…seems like your outfit doesn't cover very much." He told her.

Blake looks down at herself and crosses her arms. "It covers plenty."

"I mean, a little more armor might help. Don't you think?" Ghira suggested to her.

"I'm fine. I don't need armor. I can look after myself."

"I…" Her father sighs. "I know you can. I'm sorry." He sets down his own cup, causing Blake's expression sadden, and she looks away, bowing her head.

"Why?" She asked him.

"Hmm?"

"Why would you say that?" Blake asked him again.

Ghira moves to be beside his daughter, going down to one knee and putting a hand on her back. "Sweetheart, what's wrong? What did I say?" He asked her.

 **BGM-Megaman X8 OST- Sorrow**

"How can you still love me after what I did?" Blake asked him.

"Blake…" Ghira gets up and sits beside her on the couch, putting his arm around her. "Your mother and I will always love you." He told her, which causes her to get emotional.

"You were right. I shouted at you and yelled at you." Blake looks up to her father. "But you were right. I called you cowards!" Remorsefully, she lowers her head closer to her father.

The dad holds her. "It's okay."

Blake pulls back from his grasp. "I should have left the White Fang with you and Mom. I should've listened to you, and I'm sorry." She turns away. "I'm so, so sorry."

Her dad turns her by the chin to look at him and then wiping a tear from her eye with his thumb. "Blake, it's fine. We never held anything against you, and I never feared you would fail. The only thing I ever feared was that you would fall down the wrong path, and I am so proud to see you haven't."

"But I did!" Blake sniffles. "I was-." She lowers her face again.

"And you pulled yourself out. You came back. There aren't many who possess that kind of strength and even fewer that have the courage to face their demons again. Vale, Mountain Glenn, Beacon - you confronted the White Fang time after time." Her dad told her.

"I didn't do it alone." Blake said to him.

"No, you didn't. That's why you have friends that will always be there to back you up, no matter the cause. I am so proud of who you are now." Ghira said, giving his daughter a hug, who gladly accepts it.

"Thanks dad." Blake said, letting out a single tear from her eye.

Unknown to the two of them from outside, Peter, in his civilian clothes, has been listening in to their conversation this entire time, leaning onto the wall to the office crossed armed, and with a smile forming from his face. "I'm proud of you too, Blake. Good job." He said to himself as he gets off from the wall and starts walking away from the deck.

 **BGM Ends**

Before he could enter the stairway downstairs, his spider-sense starts ringing like crazy. "Huh? What's going on?" Peter asked himself, looking around his area. He quickly walks back to the deck and looks up into the sky, where his eyes widen in shock and surprise. "Ah crap." He said to himself.

 **BGM-Sonic Adventure 2 OST- Madness**

Peter quickly uses his Aura Costume Change to put on his Spider-Man costume as he barges into the office of Mr. Belladonna, startling Blake and Ghira while the two were reconnecting with each other. "Peter?!" She shouted as she gets up, wanting to know the reason why he barged in like that.

"We have trouble! Major, major trouble!" Spidey said to them. Before he could properly explain himself, the entire floor of the building starts to shake violently as multiple explosions go off outside the house.

"What was that?!" Ghira asked as the tremor continues, causing him to fall onto the ground.

Before she could trip and fall too, Blake was caught by Spider-Man's hand. "Thanks!" She said, gathering her bearings and stands up right. "What's going on?!" She asked him.

"Just like what I said: Trouble! Come on!" Spider-Man grabs a hold of her hand and the two of them run out the door, with Ghira following them behind.

Everyone, including the X-Men in their costumes, run out of the Belladonna household and are horrified to see all the destruction and chaos that has somehow overtaken the entire island, with the people all running around in fear.

"What's going on?!" Sun asked the group.

"There!" Kitty points to a couple of very tall, green-and-purple colored robots laying waste to the town with its energy beams from their hands.

"Are those robots?!" Ghira asked, never seeing those types of robots before in his life.

"Not just any robots…!" Xavier spoke up from his wheelchair. "Sentinels! Mutant-killing machines of destruction!"

"Yeah, well, they appear to have changed their occupation to _Faunus_ -killing machines of destruction!" Sun told him.

"And it appears that they've been remodeled! Look!" Wanda points them to the sentinels' new color scheme.

"Goblin…!" Blake snarled his name in pure rage, furious that the monster is attacking her home.

"So much for choosing this place as a vacation spot." Spidey joked.

"What should we do?" Kali asked the heroes.

"Kali! Ghira! Help the civilians get to safety! Scott! You and the rest take down those sentinels!" Xavier ordered everyone.

"You got it, Professor! Alright X-Men, we got work to do!" Cyclops said, as everyone go perform their respective task to save Menagerie.

 **BGM Ends**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Damn it! Osborn! Magneto! Why are you guys attacking this village? The people of this island done nothing to you!**

 **Magneto: Attacking? We are only showing an example of what happens to those that don't evolve.**

 **Goblin:** ** _It is the time for us to usher in a new age, Peter. And you are an essential part of it._**

 **Blake: What are you guys talking about?**

 **Goblin:** ** _Our old worlds has outlived its usefulness. Now it is the time to embrace our evolution to the fullest!_**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Mutants and Faunus (Part 2): Age of Evolution_**

 **Goblin:** ** _Join me, my son, and together we can save our worlds._**

* * *

 **KFX here: The X-Men's costumes and designs in this story, with the exception of Cyclops who is wearing his 'Astonishing Costume,' are based off the cartoon 'Wolverine and the X-Men,' along with Adam now wearing his Volume 5 costume as well.**


	70. Vol 3 Issue 13: Mutants and Faunus Pt2

_Vol 3 Issue 13: Mutants and Faunus (Part 2)-Age of Evolution_

It used to be a quiet afternoon over at Menagerie, the safe haven for all Faunus of Remnant, that is until the island was suddenly invaded by a bunch of green/purple Sentinel robots from Earth, and their objective: Exterminate the Faunus.

The civilians of the village are currently being evacuated to the docks with the help of the Belladonna family and Professor Xavier, with the latter using his telepathic powers to direct the people safely to the docks.

Somewhere in Kuo Kuana, a Faunus mother and her son are seen running from all the destruction and chaos, but the mother trips from some of the debris, causing her to fall down to the ground.

"Mommy!" The child went over to his mother's aid, which attracts the attention of one of the sentinel machines to their direction.

 **"** **Faunus entity detected."** The Sentinel said as it approaches the two Faunus, with both of them paralyzed in fear to run away from the machine.

The sentinel reaches out its hand to the Faunus, and before it could grab them, a splat of webbing splashes on its hand and face. The sentinel looks confused, not knowing what to do next, until a few seconds later, the webbing on both its hand and face explode, destroying the parts that were webbed up.

Even though the head and hand were destroyed, the body was still intact as it slowly falls right on top of the mother and child. The two Faunus brace themselves for impact until out of nowhere a huge net made out of webbing catches the robot body, saving the two Faunus, with the both of them slowly opening their eyes to see their red-and-blue savior in front of them.

"Ho…holy…" The Faunus mother started talking, as she recognizes the figure in front of her.

"You're…you're…" The child started talking.

"Yes. I'm Batman." Spider-Man said to the Faunus proudly while standing tall, with the both of them giving him a weird look of confusion. Peter sighed. "It's a joke people. It's what I do. You seriously don't think I look like a bat, do you?" He asked them, but they just blink a few times, still pretty lost at what he's getting at. "Just go to the docks, okay? I'll take care of everything here." He said, and with a nod from the mother who finally understands what he's talking about, she and the child leaves, with Spider-Man taking his leave into the air via web-swinging, where he can see more sentinels destroying the village.

 **BGM-Marvel vs. Capcom 3-Theme of Sentinel**

"And here I was, swinging here thinking: What a peaceful, dull afternoon …And then, BOOM!" Spidey said, jumping over palm-laser beam from an incoming sentinel. "The crazy, homicidal robots show up." He quipped, shooting out web balls at the robot's face, distracting it long enough for him to shoot out a web line around its legs and swing around them multiple times until it topples onto the ground, destroying it.

 _"_ _Enough chatter, Spider-Man. Tell us how many Sentinels we have left to destroy?"_ Cyclops asked them through audio communications from his mask.

"Sure. With my handy-dandy spider-sense, I say we have a dozen sentinel eggs left that need to crack wide open." Spider-Man said as he swings towards the next sentinel, which was about to kill more Faunus if the Arachnid didn't kick it in the back of its head to get its attention. Spidey crawls over its head until he reaches its face. "Hi, big, scary robot. I need help on this simple question: What does two plus two equal?" He joked directly to its face.

 **"** **Exterminate."** The Sentinel said, using its hands in intention to squash the bug on its face, but instead accidently hits itself since Spidey dodged the attack in time.

"Nope. Wrong answer. And they say robots are supposed to be smart." Spidey jokes as he jumps and swings around the sentinel, with the giant robot having a hard time trying to blast him away with its lasers and rockets.

 _"_ _Does anyone know the best way to take down these robots?"_ Sun asked the team through communications.

"Aim and attack the nape. Y'know. Just like those kids from that one show. I think it was called 'Attack on Something or Whatever.'" Spidey informed him, extending his stingers from his right forearm and slashes at the sentinel's nape, destroying its neck and the head itself.

 _"_ _You actually watched that show?"_ Kitty asked Spidey, who knows which show Spidey is talking about.

"Only when there's nothing else to watch on TV. It was either that or the kids piloting a giant mech." Spidey replied to her while landing on top of a house rooftop. "Now we have 11 left. What's happening on your end, guys?" Spidey asked the rest of the team.

* * *

On the another part of the town, Cyclops is protecting some Faunus civilians, blowing away a sentinel by using his visor and blasting apart each of the robot's appendages before it falls apart completely, which gives the civilians time to evacuate to the docks. "Everything's good over here. Spidey. Make sure to web up any sentinel that's about to fall on a building. Let's try and reduce any collateral damage the sentinels cause while we fight." Cyclops ordered Spidey through his earpiece.

 _"_ _On it, One-Eye."_ Spidey replied to the X-Man.

* * *

On top of a house rooftop, Sun is charging at one of the looming sentinels before him with his staff, side-stepping numerous times to dodge the incoming energy blasts from the robot, before he leaps on one of its arm and jumping to the back of its neck, using his staff and slice up the nape, destroying the head while simultaneously disabling the sentinel. "Okay. So can someone answer me another question, as in: Why is Goblin attacking here? And why now?" He asked the team through his Scroll.

* * *

"Wish we knew the answer to that, Sun." The Scarlet Witch responded while floating in the air, using his chaos hex magic to strike down three sentinels at once with a powerful hex bolt. "Unfortunately, Goblin's mind is an enigma, so we can't possibly predict his next move."

* * *

"Maybe Goblin somehow found out we're here on the island and decided to bring us presents." Kitty said, phasing through the legs of two sentinel drones, disrupting the electronics in their legs, causing them to topple to the ground before they exploded.

* * *

 _"_ _Presents? I like presents. Just wished I didn't get the ones that are trying to kill me for the 10_ _th_ _in a row."_ Spidey said through the comm while Blake is fighting against one of the sentinels with her gun.

She's repeatedly blasting the robot with her gun but has little effect on its armor. The sentinel then tries to slam its fist right on top of her, but she retaliates by creating a clone that explodes on contact from its fist, blowing away its hand.

"However Goblin found out, it doesn't matter, because he has officially crossed the line." Blake said, sounding a little angry as she backflips from the sentinel's eye blast. "It's one thing to attack my friends and threaten multiple worlds, but dragging the people of this land into a fight they so desperately try their best to avoid is REALLY reaching it." She said, shooting at the central core window of the machine's chest before using one of her ribbons and throws it to the inside part of the drone, ripping and dragging out its power core and throws it back, causing the sentinel to explode from contact.

Blake sighed before wiping the sweat from her forehead. She then turns around to see Spider-Man on top of a rooftop, preparing a slingshot for himself with his webbing. "I've always wanted to try this." He said to himself, lining himself up with the remaining sentinels that are left in the town. "YAHOOOO!" Spidey shouted, throwing himself into the air at darting speeds. The Webhead uses a part of his Other's aura and summons four, blue, tangible spider arms sprouting from his back and then twirls around multiple times in mid-air to form a sort of drill with his spider arms. "DRILL TENTACLES! Here we go!" He shouted, drilling through the remaining sentinel's chest cores, destroying their power cores while also simultaneously blowing up the remaining drones left on the island. Spidey lands and poses right in front of Blake's house, as the other X-Men and fighting Faunus run back to his spot. "That was fun! Let's not try it again." He said to his allies.

 **BGM Ends**

"For once, you're making sense." Cyclops said to Spidey, just as Xavier and the other two Belladonna family members arrive to meet them.

"Well done, children." Xavier congratulated his students with a smile.

"Thanks to you, we were able to evacuate all the civilians to the docks without a single straggler left behind." Ghira informed everyone.

"Your welcome, Mr. B." Sun patted the Chieftain in the shoulder, which made him visibly annoyed.

"I don't like you." Ghira bluntly said to Sun.

"So what now?" Kali asked the heroes.

"We have to find Goblin. He's probably somewhere here in the island if he led the attack here." Scott responded.

"I'm not sensing Goblin anywhere here, Scott." Xavier told him after he finished scanning the life-forms of everyone currently on the island, but still receives no signs of Osborn.

"How come?" Blake asked him.

"Either Goblin's not on the island commanding his forces, or his power is too great that he can render himself invisible to my telepathic powers. But I am picking up two life energies that are similar to Goblin's, just not exactly like his." Xavier told her.

"Who?" Blake asked him.

But before Xavier could answer her question, his wheelchair starts to feel funny, and suddenly he finds himself floating in mid-air. "What the…?!" He asked himself, caught off-guard by his sudden levitation.

"Hey! Hey!" Suddenly, Ghira finds himself floating in mid-air alongside Xavier, with the two being pulled to the front of Blake's house.

"Professor!" Scott shouted.

"Dad!" Blake shouted for her father.

"Ghira!" Kali shouted for her husband.

 **BGM-Megaman X8 OST- Boss Confrontation (Demo 1)**

Below the floating Charles Xavier and Ghira Belladonna, there stands a man wearing a helmet and a purple cape and red armor. Alongside him stands a female that looks like a tiger and wearing a black dress. Both of these newcomers are sporting green skin and pure dark eyes.

"Wait! Is that…?!" Spidey speaks up, recognizing the man with the red helmet.

"Looks like it." Scott replies.

"Magneto…?!" Xavier asked while floating in mid-air, surprised by his old friend's sudden appearance.

Magneto chuckles. "Hello, Charles. Long time, no see. How are you, old friend?" He asked Xavier, who could only grunt in response to his question.

"Sienna?!" Ghira shouted from his mid-air predicament to the infected Kahn, getting her attention.

"Ah, Ghira. I see things are doing well for you up there." Sienna said before she chuckles an evil chuckle.

"Isn't this a historic moment? The leaders of both mutant and faunus kind together in one place? It's not every day something like this happens." Magneto said before laughing.

"Let them go, Erik! Now! Before we make you!" Cyclops threatened Magneto, getting ready to fire an optic blast to prove his point.

"Why? What's wrong with reuniting with my old friend, and especially get the chance to meet his Remnant counterpart?" Magneto replied before turning to Ghira, who is floating next to him thanks to his complete control of magnetism. "It's nice to finally meet you, Mr. Belladonna. My name is Erik Lehnsherr, the true leader of the mutants from Earth. I see you and Charles have a lot in common, just like how Sienna and I share so many similarities with one another."

"Sorry, but besides the green skin, I'm having a hard time figuring out the similarities, Erik." Ghira said to the master of magnetism with a mean glare.

"Which makes me so glad you dropped out as High Leader if you can't spot the MASSIVE similarities between two, kindred spirits." Sienna said to Ghira, causing him to growl from her insult.

"Erik. Sienna. Listen. You two aren't well. You're being controlled by whatever Goblin infected you with. Please, fight it and let us help you." Charles pleaded to the two of them, but they don't listen to reason.

"Controlled? What do you mean? The Goblin King has only helped give us a new perspective on the world and we are acting upon it." Sienna replied to him.

"Isn't that what being controlled mean?" Spidey asked from the sidelines.

"But why attack Menagerie? Why attack the Faunus? As High Leader of the White Fang, it's your job to protect our kind. Not destroy it." Blake asked the leader of the White Fang.

"Attack? We are simply giving an example to the Faunus of how we mutants are treated back on Earth. Preparing them for the next step of evolution." Magneto said to Blake.

"Evolution? Father, what are you talking about?" Wanda asked her father, not understanding what he's talking about.

"If the mutants, faunus, and even the humans want to survive any future crisis and truly be seen as equals, we have to take our evolution to the extreme. That's what said based on the doctrine proposed by the Glorious Goblin King." Magneto said to his enemies.

"Wow! That makes no sense." Sun said, not understanding a thing he just said.

"And here I thought Magneto couldn't get any crazier." Kitty said, shaking her head.

"Yo, Mags! You sure Gobs didn't get that crazy idea from the back of his favorite cereal box?" Spidey asked the infected mutant.

"Of course not. In fact, you had a part in helping the king, Spider-Man: Crown heir to the Goblin Nation." Magneto said, shocking and confusing everyone by what he said about Spider-Man.

"Wait! Me? An heir? Yup. You guys are definitely nuttier than a fruit cake if you think I'm some heir. I can barely hold a position as headmaster." Spidey joked.

"Traitorous prince of the new world. Have you forgotten that YOUR'S and the King's blood runs through our veins now?" Sienna Kahn asked the Spider.

"Riiiiight. Forgot Osborn used both mine and his own DNA for his Oz formula. And he just had to do it without asking me first." Spidey joked.

"Oh, poor child." Kali said, feeling sad for Spider-Man being a big victim in this mess.

"Erik! This is madness! What you're saying doesn't make any sense!" Charles said to Erik, while trying to find a way to break free from his floating, paralyzed state.

"I'm trying to do what you always fail at, Charles. Unity both the humans with mutant kind. Isn't that the dream you've always wanted?" Magneto asked his friend.

"Not like this!" Charles replied to him.

"I've had enough of this." Blake said, annoyed by all the constant non-sense that Magneto and Sienna Kahn are sprouting, not to mention having her father and mentor still in custody by the mutant's magnetic powers. She takes out her Gambol Shroud and rushes at Magneto, but as she does, Spider-Man's spider sense starts ringing.

"Blake! Step back!" He instructed her.

Following Peter's advice, Blake back stepped just in time as a whip was about to swipe her away. "Who in the...? Where did that whip come from? Unless…" Blake asked herself, as she thinks about who this mysterious assailant is.

"Hello, Blake." A female voice said to her, as she un-blends herself from the environment and reveals herself to her enemies, wearing a goblin-shaped mask to show her allegiance.

"That voice…? Llia, is that you?" Blake asked her former friend from the White Fang.

"Blake! You know her?" Sun asked from the sidelines.

"Y-Yeah. She was a friend of mine back when I was still part of the White Fang." Blake said before turning to llia. "I should've known that Goblin got a hold of you too. I'm sorry I wasn't there to save you." She sadly said to her.

"Great! Who else hasn't Goblin infected already?" Spidey asked before his spider-sense goes off again.

"Out of my way!"

"Huh-?!" Before he could turn around to see who is talking, Spidey is then painfully smack him to the wall of the Belladonna household by a man covered in brown armor, who stops himself from charging any further.

"Spidey!" His friends shouted for his concern.

"Uh, my head…" Spidey said, shaking his head before he looks up to see a familiar, big man covering his entire, green skinned body with armor that looks unbreakable to break. "Oh no…Not him…" Spidey said in a small, frightened voice, recognizing the villain looming over him.

"It's Juggernaut!" Cyclops shouted.

"Who?!" Sun asked the X-Man.

"The Unstoppable Juggernaut…" Kitty said to him. "So strong that he's virtually unbeatable. He even knocked out the Hulk and Thor once."

"That's not good!" Sun said, fearing for Peter's life.

"Cain?! Not you too?!" Charles said, surprised that even his step-brother is part of Goblin's army.

"Juggernaut. Teach the traitorous prince a lesson he won't forget." Sienna commanded the unstoppable man of power.

"Sure thing boss." Juggernaut replied with glee, slamming his fists together, grabbing one of Spider-Man's legs.

"Hey, Juggy. How ya been? I see you've been doing well. Can you let me go now? I can feel you crushing my leg with your big, macho hands of yours." Spidey politely asked the Juggernaut, very well knowing that he will do completely the opposite.

"Sure thing." Cain smiled, repeatedly slamming Spidey a couple of times to the ground before throwing him straight through a couple of houses in the village. "I'm not done with you yet, Wall-Crawler!" He shouted as he chases down Spidey, with Sienna Kahn joining in on the fun.

"llia. Show your friend just how much you missed her." Magneto said to the chameleon, infected faunus.

"On it, master." Llia said before turning back to Blake, ready to fight.

"I don't want to fight you." Blake told her.

"Then you shouldn't have left us. You brought this upon yourself." Llia said before attacking Blake with her whip, with her backing away from her attacks so they could fight somewhere else.

"Kitty. Go help Blake. Leave the rest to us." Scott ordered Shadowcat to provide Blake some assistance.

"Got it. Good luck guys." Kitty said before she turns around to help out Blake, leaving only Cyclops, Sun, and Scarlet Witch against Magneto.

 **BGM Ends**

 **BGM-Marvel vs. Capcom 3 OST-Theme of Magneto**

"Fine. If you fools will continue to ignore your destinies, I have no choice but to destroy you defective beings." Magneto said, using his magnetism and throws both Xavier and Ghira straight at the remaining X-Men and Sun, but Wanda was able to catch them using her hex powers.

"I got ya." Scarlet Witch said, gently putting down the two leaders of their respective kind to the ground.

"Honey!" Kali hugs her husband, who gently hugs her back.

"I'm fine, Kali. I'm alright." Ghira assured her.

"Scott. Take care of things here. We'll be watching from the corner here." Xavier said to Cyclops.

"Alright, Professor." Scott said before turning to Magneto. "Heroes! Let take him down!" He said to Sun and Wanda next to him, who both seem ready to take down Magneto.

To start off the fight, Scott fires off an optic blast directly at Magneto, but it was easily deflected by a magnetic force-field created by the mutant, who chuckles at his pathetic effort to hurt him. Using his aura, Sun creates three clones of himself and orders them to hold down Magneto, but with a simple magnetic push, he easily deflects the clones back at Sun, knocking him down to the ground.

"Pathetic child. Your powers are nothing compared to your superior." Magneto told him before getting attacked by a couple of magic bolts from his daughter in the air.

"Then how about you try me on for size, father." Wanda said, shooting out more chaos magic bolts at her father, who manages to dodge most of them by flying in the air and deflecting them with his magnetic barrier.

"Wanda, my dear. Your chaos magic could never match the power of magnetism. Take this! Magnetic Tempest!" Erik said, firing a volley of metallic projectiles at his daughter, knocking her out of the sky.

"Cyclops! Give me a throw!" Sun shouted as he runs up to Scott. The mutant grabs Sun by the arm and throws him straight at Magneto in the air, using his staff to knock the evil mutant down to the ground. He then changes his staff to nun-chucks and starts fighting against him, only to be lifted in the air and repeatedly thrown into the walls of the nearby buildings before being blasted away by an electromagnetic beam from his hand.

It was Cyclops' turn to fight, firing off multiple eye beams at Magneto while running up to him, dodging all the debris that Erik keeps lunging at him. "Foolish child of Xavier! Give up already!" Magneto said to Scott.

"I won't give up until you and Goblin are beaten and our worlds are saved!" Scott said, firing off a huge eye beam from his visor and gets off a direct hit.

"Save the world? All you're doing is leaving it to rot! WE, the Goblin Nation, are the true saviors of all life! Magnetic Shockwave!" Erik channels his magnetic energy into the ground, releasing a series of powerful energy columns that knock away Cyclops away with great force.

"Man! Was Magneto always this tough?" Sun asked Wanda, with the both of them already showing battle damage.

"For the most part, yeah. But with the power of the ISO-Oz formula, his strength has doubled, along with his control of magnetism. It'll be more difficult to beat him now." Wanda informed him.

"So, what should we do?" Sun urgently asked her, just as Cyclops is blown back to their spot.

"Ugh. This isn't getting us nowhere." Cyclops said on one knee.

 _'_ _Scott! Wanda! Sun! Can you hear me?'_ Xavier asked them through their minds.

"We hear ya, Professor." Scott answered him.

 _'_ _Good. Now I want you three to try and remove Magneto's helmet. Once you've done that, I can paralyze him long enough for you all to finish him.'_ Xavier gave them a plan to win.

"Good thinking, Professor." Sun fist bump the air, liking the plan.

"Easier said than done. Makes me wonder how the others are doing now." Wanda said as the three of them get ready to continue their fight with Magneto.

 **BGM Ends**

* * *

 **BGM-Spider-Man 3 Game OST- Lizard Tension (Part 1)**

Not far from where Scott and his team are fighting Magneto, Blake and Kitty are having a bit of a hard time against the goblin-enhanced Faunus, llia, using her electric whip to attack the girls, with Blake countering each strike with her katana, and Kitty just simply phasing through her attacks.

"Traitor! How could you leave us?" llia shouted at Blake, jumping in the air and flinging her whip down to the ground to attack the cat, but she easily dodges it in time. "How could you side with the people who were the cause of my parents' death?!" She asked her with another whip attack, but Blake again dodges the attack in time.

"llia. I'm sorry about what happened to your parents, but you can't take out your anger on the world." Blake calmly told her.

"I can. My lord said we are going to build a new world after the old one is no more. A world free from discrimination and violence. A world where both Faunus and humans could live in harmony. Isn't that what you wanted?" llia asked Blake, who ponders on her question. "Join us. My lord has helped given me a new family in the Goblin Nation. He can even help you if you ask. Together, we could change our fates and the world itself." She offers Blake a choice to join the Goblin Nation, but she gives her a look from her eyes that indicates her answer.

"No. Not a world where Norman Osborn is the ruler. He's a monster and a killer." Blake told her friend.

"How DARE you talk ill about our messiah?! You and your traitorous friend, Spider-Man, are just destroying the dream we are working so hard to achieve!" llia shouted at the cat.

"Okay. I've had enough. What does Spider-Man have to do with all of this?" Kitty finally spoke up since she didn't want to interrupt two friends talking with each other.

"The Goblin King told me that the prince is the key to our salvation. The Chosen. With his help and leadership, we could change the course of our worlds' destiny and destruction." Llia told her.

"Spider-Man to help lead an entire nation? That's just as bad as having Donald Trump lead the United States. Which makes me REALLY hope he doesn't win the election this year." Kitty joked.

"The Spider is vital in our new world to be fully realized, and he's only making things worse by ignoring his true purpose." Llia said to them.

"Like what?! Helping people?! Saving the lives of humans, mutants, and faunus all together?! You're not making any sense, llia, and I'll make sure you regain your senses!" Blake told her, getting into fighting position.

"You can't continue fighting your destiny. What you're doing now won't change what people think of us Faunus. Stop fighting fate." Llia told her.

"I'll keep on fighting for what I believe in, no matter if the entire WORLD is against me. Spider-Man taught me that the first time I met him. He's the reason why I still continue fighting for my dream of having faunus and humans working together someday. And I'll make sure that dream is realized, even if I have to get through you!" Blake told her former friend, who flinches from her little rant but quickly regains her composure and gets ready to fight against her and Kitty again.

 **BGM Ends**

* * *

Underneath some rubble, after being thrown through a couple of houses by the Juggernaut, Spider-Man gathers his strength and breaks free from the rubble, jumping away to an empty part of the town. "Okay: Arms, checked. Legs, checked. Head, check." He said, checking each body part to see if they're okay and not broken. "Well, would you look at that. I'm not dead." He said to himself before his spider-sense warns him of danger.

"You will be soon enough, bug." Spidey turns around to find himself surrounded by the Brotherhood of Mutants, starting with Avalanche, Pyro, Blob, and lastly Sabretooth.

"Great. The Brotherhood. What do you losers want? My autograph? A tan? 40 dozen cakes for fat man over here?" Spidey joked while pointing at Blob, who looks a bit insulted by that last comment.

"Your life." Sabretooth answered him with a grin.

"My life? Sure. But trust me, it costs a fortune that I doubt broke punks like you could pay in a million years." Spidey again joked even though he's surrounded by goblin-enhanced mutants.

"Get him!" Pyro shouted, as the four mutants start charging at Spider-Man from all four sides.

As the mutants start to get closer, Spider-Man gets in his crouching fighting pose as he gets ready for their attacks. "Aaaaand…" In just an instant, he powers up his Other aura, changing his costume to match his power. Using his enhanced speed and Spider-Fu, he attacks all four mutants' pressure points simultaneously with blurring speeds, and arrives back at his original spot as if he never moved at all, with the only difference being that the Brotherhood all fall down unconscious to the ground. "Done. Boy. You guys are slow." He finished.

Using his web-shooters, he fires off his Goblin-Eraser Tracers at each of the infected mutants, curing them of the Oz formula. "And that takes care of that. Now, what's next?" He asked himself, but only receives laughter from a woman near him. Spider-Man turns around and finds Sienna Kahn, clapping for his sweet victory against the Brotherhood.

"Excellent job, Spider-Man. You truly are just like the King. As expected from the original." Sienna said to him, but it only serves to confuse Spider-Man with what she's saying.

"Original? What are you- You know what? Never mind." Spider-Man said, waving both his hands in front of himself before switching topics. "Ms. Kahn, or Mistress Kahn, or whatever you like to be called. Listen. You're not yourself. The Oz formula is messing with your mind. Please, let me help you. I have a cure that will set things right." Spider-Man said in order to convince her to take the cure, but the Kahn refuses by shaking her head.

"I don't need to be cured, my prince. I have been reborn. And with your help as the heir to the Goblin Nation, we will enter a new age for all life in our worlds." Sienna said to him.

"Prince? Heir? New age? None of what you're saying is making any sense. Why am I so important?" Spidey asked her, wanting an answer.

"You are the chosen one, Spider-Man. Destiny has chosen you to lead us to the new age. The Goblin Lord has foreseen it through your blood. Your destiny requires you to rejoin our family and bring us closer to achieving the ultimate evolution." Sienna said to convince Spider-Man to rejoin their 'family,' but Spidey isn't buying it.

"Listen Ms. Kahn. I have no idea what you're saying makes even the slightest of sense. All I know is what you and your 'Lord' is just further putting our lives at risk. You're supposed to be the leader of the White Fang. The leader of the Faunus. Do you really think this is the key to achieve harmony between both your kind and the humans?" Spider-Man asked her.

"Indeed." She answered him. "To achieve harmony between our kind, we all have to evolve and bury the old world with our old mistakes. That is what our King wants, and secretly, that's what YOU want. After all, your blood runs through our veins. We know what you are capable of. And if we have to use FORCE to help you understand your true purpose, then so be it! Juggernaut!" Sienna shouted for the unstoppable baddy from behind Spidey.

Using his amazing agility, Spider-Man back flips from the charging Juggernaut, and lands right back onto the ground. "Great! Now it's just him and me!" Spidey said, getting ready to fight.

"YOU!" Juggernaut shouted.

"Great…now it's just him and me." Spidey repeated but more scared this time.

 **BGM-Spider-Man: Shattered Dimensions OST- Don't You Know Who I Am!?**

The fight begins between the unstoppable force and beatable object, with Juggernaut jumping up into the air and comes down slamming his fists together, creating a crater upon impact, with Spidey jumping away in time to avoid damage, but Juggernaut didn't stop his assault as he comes run up to the webhead and repeatedly tries to pound him to the ground with his fists, but Spidey was still too quick and nimble for him to even touch.

"Marko! Marko!" Spidey taunted him, only for Marko to finally pimp slap him to the wall of another house. "Polo…" He said in pain while slowly sliding down to the ground from the ground. He gets up just in time as he sees Juggernaut charging at him with a shoulder tackle. Spidey quickly jumps away, just in time as Juggernaut charges through that small building in the village.

Juggernaut barely managed to stop himself and turns around to face Spidey, charging at him again with the same move. "Once I start moving, nothing can stop me!" The big goliath said as he approaches Spider-Man.

"OH! So THAT'S why you're called the Juggernaut! I totally understand now!" Spidey said, again jumping over Marko and landing behind him as the baddie tries to stop himself again.

 _"_ _Juggernaut is strong. And the Oz formula made him even stronger. But it doesn't seem to fix his speed or his brakes. Which gives me an idea."_ Spidey said in his thoughts, taunting Marko with a web ball to his helmet. "Hey Juggernaut! Does that helmet make you look fat, because it kind of does!" He taunted Marko, making him angry and retaliating with another speeding shoulder tackle.

"Now's my chance!" Spidey quickly powers up his Great Weaver aura and punches the ground below him so hard it causes a slight earthquake to happen from his enormous strength.

"Whoa! Whoa! Whoa!" Juggernaut repeatedly said, as the earthquake causes him to almost lose balance and form, giving Spidey enough time to run up to him and kick him up straight into the air, with Spidey jumping into the air also and web drop kick him back down. As Juggernaut crashes down back to the ground, Spidey uses his Great Weaver Aura and delivers heavy and powerful kicks and punches to his chest, knocking him away for a moment.

"Lucky shot!" Juggernaut told him while rubbing his face.

"That's a first. I'm usually never lucky." Spidey said. Juggernaut decided to change tactics and stomps his foot into the ground, popping up a giant boulder for him to throw at Spidey, and repeatedly does it again and again. Switching to his Other aura, Spidey easily dodges all the incoming boulders by running around Marko with superhuman speeds, creating numerous afterimages behind him as if it's some sort of hyper-fast hyper sense.

"Been meaning to try this!" Spidey said, using his spider aura and creates very sharp tendril whips from his hands and attacks Juggernaut from the distance with those tendrils.

Having enough of the constant tendril attacks, Juggernaut grabs one of them and pulls Spidey to his fist, knocking him away but still holding onto his tendril, repeatedly punching him as if he's a yo-yo. "Eat this, yo!" Spidey said, creating a mallet using his webbing as he's pulled closer to Juggernaut and uppercuts his helmet off with his mallet, revealing his green, scaly face and pointy ears. Spidey attaches himself to his chest and repeatedly punches him in the face before sending him off with a kick.

"Incredible…" Sienna said with sheer happiness as she watches the fight between Spider-Man and the Juggernaut. "His power…His skill…The King is right. He does have the potential to lead us to a new age. Remarkable, but as expected from the chosen heir to the throne."

After taking a bit more damage, Juggernaut is pushed back by Spider-Man and his amazing skills. "Don't you know who I am? I'm the Juggernaut, bit-!" He was cut off by some webbing sticking to his mouth.

"Hey! Hey! Language! There are kids watching this fight." Spidey joked as he approaches Juggernaut. "But enough of that. It's time I deliver the coup-de-grace!" He said to Juggy.

"I hate French Food!" Juggernaut said after ripping away the webbing from his mouth.

"No, coup-de-grace, it means…"

"IT MEANS YOUR DONE!" Juggernaut said, as he tries to grab Spider-Man with his big hands, but Spidey was quick enough to back step away in time.

"Actually, that's correct. Good for you, Juggy. There appears to be a small brain in that empty head of yours after all. Now let me give an example of the meaning." Spidey said, powering up his Great Weaver aura and delivers one, final, powerful uppercut to Juggernaut's face, knocking him away close to where Sienna Kahn was watching the entire fight, blowing her down to the ground unconscious, both her and Juggernaut.

 **BGM Ends**

"Whew! Glad that's over." Spidey said, wiping away the sweat from his head. "Now to give these two their medicine before they wake up…" He uses both his web-shooters and fires off two tracers to their necks to cure them of the Oz formula.

"Ugh…Where…" Sienna Kahn muttered in her sleep, finally being cured from Goblin's control.

"It's alright, Ms. Kahn. Everything's fine." Spidey said to the semi-unconscious Kahn, lifting her up with his arms.

"Who…" She weakly said, looking at Spider-Man.

"Spider-Man, miss. Come on. We need to go check on the others." He said, as he swings off to the others with Sienna Kahn in hold.

* * *

Back with Blake and Kitty, the two are almost done beating llia, who is having a hard time fighting two very skilled opponents, especially one who's abilities are strange to her. Kitty phases through llia and kicks her in the back in the back of her head, leaving Blake to elbow her in the chest and striking her down with her sheathed katana, breaking her goblin mask in the process and leaving her unconscious.

"And Team Cat has just claimed victory! Nice one, Blake!" Kitty said, giving Blake a high-five.

"You too. You're just as impressive as ever." Blake said to her with a smile.

"Of course I am. I'm too cool to lose, especially to a chameleon." Kitty said.

As the two cats turn around to face the unconscious llia, they notice Spider-Man to their direction while holding a cured Sienna Kahn in his arms. "Hey girls. Did I miss anything?" He asked them as he lands next to his friends, letting go Sienna to the ground.

"Not much. Care to cure this one just like you did her?" Kitty asked Spidey, referring to llia and how he cured Sienna with his cure.

"Sure thing." Spidey replied, shooting a tracer to llia's neck, which it too cured her of the infection, with her skin turning back to normal.

"llia, are you okay?" Blake calmly asked her, helping her up.

"Blake…Why are you here?" llia asked her, still dazed and confused after being cured.

"Uh, my head still hurts." Sienna said, shaking her head to hopefully get rid of the pain.

"Your body's still adjusting to the cure. Give it time." Spidey told her.

"Spider-Man…You're that human kid with those strange powers I've heard so much about from Vale, aren't you?" Sienna asked him, slowly coming to grips with her old life again.

"Yeaaah. Sorry about putting away hundreds of your men in prison." Spidey said, a bit embarrassed while rubbing the back of his neck.

"It's alright…Just wished I remembered what I was doing. It's like I've just woken up from a deep sleep, with hazy memories of what I've done during that sleep." Sienna said, holding onto her face.

"Same here. The last thing I remember was some monster attacking me while I was out walking with Brothers Corsac and Fennec Albain. Since then, I felt…lost, but for how long?" llia asked.

"You must have been under Goblin's control for months, so that probably explains why you don't remember much of anything." Blake said.

"It kind of reminds me of the time Osborn used to have two personas: His regular, business man persona, and the Goblin persona, with the former having no memories of his actions while the latter does." Spidey said to her.

Llia takes a look around at all the damage her former 'family' has done to her town thanks to the Sentinels. "What have I done…What did I do while I was under control?" llia asked, feeling a bit emotional and guilty for all the damage she done to her home.

"llia, it's alright." Blake said to her. "None of this was your fault. You weren't yourself. Goblin had control over your mind. If there is anyone that needs to be punished, its him." She told her, calming her down a bit.

"Alright. Thank you, Blake." Llia said with a smile.

"Don't thank me. Thank Spider-Man. He was the one who developed the cure for both you and Mistress Kahn." Blake said, directing her to Spider-Man.

"A human…saved me?" llia asked strangely.

"Not all humans are bad you know. Heck, I think faunus and mutants are pretty cool. Which makes me wonder why having dog ears is SO wrong to some people? Seriously, I'll never understand that." Spidey said, which cause llia to giggle.

"He's funny." She said to Blake.

"That's the first time I heard someone say that." Blake told her.

"That because you don't like jokes, Ms. No Humor Cat." Spidey said with a chuckle, angering Blake.

"Anyways, thank you, Spider-Man, for freeing me." Llia said to him with a smile.

"On the behalf of the White Fang, you also have my thanks." Sienna Kahn told him.

"Don't thank me yet. We still have to help Scott beat Magneto." Spider-Man told them.

"Magneto…Why does that name sound familiar?" Sienna asked herself, since she doesn't remember much during her time working for Goblin.

"You'll find out once we leave." Kitty said.

"Do you want to help us out?" Blake asked llia.

"If it means to atone for what I've done, I'll be happy to help." Llia replied to her, which makes Blake happy.

"Come on! Let's move!" Spidey said as they all head towards where Cyclops and the others are fighting Magneto.

* * *

Back to the battle in front of the Belladonna household, Cyclops blocks an attack from Magneto, leaving him weak and helpless, along with Sun and Scarlet Witch, as Magneto's powers are too strong for them.

"We can't keep this up much longer. We have to get rid of his helmet before we're finished." Wanda said to her allies, tired and weakened.

"It's all over for you. For the new world to rise, the old world must fall, along with those that deny evolution." Magneto said, hovering towards their front view in his magnetic bubble. "Any last words before I bury you with your broken hopes and dreams?" He asked them.

"WEB SWING!"

"What-?!" Magneto was distracted long enough for Spidey to web swing kick him out of his bubble, leaving Blake to use her ribbon and grab his helmet off him before he landed on the ground.

From the corner of a nearby home, Charles Xavier and the other Belladonnas have been watching the fight this entire time. "Now Professor!" Ghira said to Charles, who proceeds to use his telepathy to enter Erik's mind and paralyzes him, keeping him frozen for a short while.

"Now Scott!" Xavier shouted at him to finish the job. Both Scott and Wanda combined their powers and fire a huge blast at the frozen Magneto, blasting him down to the ground beaten.

"Yes! We did it!" Sun said with a fist bump. Spider-Man and everyone else, including llia and Sienna Kahn, all regroup back together.

"So glad you are okay, Sienna." Ghira said to Kahn.

"Thanks, Ghira." Sienna replied before turning to Charles. "And you must be Charles Xavier." She said, giving him a hand shake.

"Yes. It's an honor to meet you." Charles told her.

"Is everyone okay?" Scott asked the team.

"Besides a few scratches, we're fine." Kitty told him.

"Good. Let's wrap up Magneto and call in SHIELD to take him in." Scott said.

Before they could do anything however, the helmet that Blake took from Magneto starts to wiggle itself out from her hands. "Hey!" She said, as the helmet starts to float on its own in mid-air.

"Who's doing this? It can't be Magneto! He's unconscious!" Sun said.

 **BGM-Megaman ZX Advent OST- The Chosen One (Theme of Albert)**

The helmet starts to fly around the group multiple times before it flies off to the roof of the Belladonna household, where a dark figure wearing a crown, gauntlets, spiked boots, and a cape grabs the helmet. The figure snarls with his tongue out, where the heroes see the kanji for ultimate on his chest in front of his heart. The heroes also see his pure red eyes, the four dark-colored gems on some parts of his body, and multiple, long, black spikes coming out of his entire body.

"O-Oh man…Is that Goblin?" Kitty asked, barely recognizing the villain.

"He looks a lot different than the last time we saw him." Blake said while observing his new look. "Could this new appearance be the result of him absorbing the maidens' powers?" She asked herself.

The Syn Goblin King jumps down from the roof and lands next to a defeated Magneto, but pays no attention to him and focuses his attention to the heroes in front of him, where he begins to slowly laugh to himself with a grin.

"Hey Goblin! Long time no see! I see you've been doing well! Like the dark eye-liners and spikes. Did you also get your nails polished while you were in the Negative Zone for six months?" Spidey keeps joking on and on, but Goblin doesn't seem to mind at all.

"Is your friend always this talkative?" llia asked Blake beside her.

"Oh no. He gets much worse." Blake told her.

"Glad he's not a Faunus." Llia said, with Blake nodding in agreement.

 ** _"_** ** _No, unfortunately. I was too busy relaxing and just simply enjoying my vacation."_** Goblin told him, with the heroes noting his dark, more sinister voice tone.

"Vacation?! For six months?! That's not fair! I could barely get a day off without some maniac trashing the city." Spidey said, with Goblin letting out a soft, small laugh.

"Osborn!" Ghira said, getting Goblin's immediate attention.

 ** _"_** ** _Ah, Belladonna. It's been a while, hasn't it? I'm guessing by now you've already figured out who I really was when I visited your home months ago."_** Goblin said to Ghira, angering him. **_"Thanks to your advice, I was able to unlock and control my aura, giving me even more power than I could ever dream of. And because of you, my plans have been moving smoothly. So for that, you have my respect and gratitude."_** He said with a chuckle, which further angers Ghira for indirectly helping a madman like Osborn.

"Just shut up, Goblin! What's your scheme? Why did you attack this peacefully island?" Cyclops asked Goblin.

 ** _"_** ** _Scheme? I'm afraid I don't quite understand what you're saying."_** Goblin said to them.

"Don't play dumb. What's your game, Osborn?" Blake asked him.

 ** _"_** ** _Providence, that's my game. I'm merely ushering evolution along its natural path."_** Goblin answered her. ** _"You've seen what I've done to Magneto and to the Brotherhood. You've seen the potential they and my men possess. Our potential is limitless."_** He said.

"You think a monster like you has potential? Your insane, Goblin!" Blake raised her voice to him, but he doesn't care in the slightest.

 ** _"_** ** _That's not what you really think?"_** Goblin asked, causing her to flinch in anger. **_"People like you say you believe in justice. But that's not true. You've only been led to think that. Nothing more. With my help, I will show you true justice and how to save the world proper."_**

"What? What are you talking about?" Spidey asked him, greatly confused about what he's saying.

"Osborn! Explain yourself!" Xavier requested from him.

 ** _"_** ** _Thanos, Galactus, all these cosmic beings and more have attacked our world plenty of times, over and over again."_** Goblin started explaining himself to the heroes. **_"Of course, we had the help of 'Earth's mightiest heroes' to counter these threats time and time again, but have you ever noticed that each time we were just SECONDS away before our world and our universe were almost destroyed?"_** He asked them, and even though some of them aren't from Earth, they still ponder quietly to his question.

 ** _"_** ** _The results would've been better if humanity, no, ALL life, worked together against a common threat instead of always relying on such limited heroes. That is why we need to evolve and become stronger together as a nation. We need to ditch the old ways of life and learn NEW things. New ideals. Become stronger to take on any threat and show other worlds that dare to threaten us that we are the dominant race! Now tell me, is that really such an 'evil' plot?"_** Goblin asked them, where they stay silent and give no answer. **_"I figured as much. The same could be said for this world. In fact, if it wasn't for me, Beacon would've been destroyed and the world would've been flung into chaos."_**

"Like it hasn't already?" Spidey asked under his breath.

"Goblin! This isn't the way we do things!" Charles told him, thinking that what he's doing is still non-sense.

 ** _"_** ** _Of course you would say that because you're still used to the old ways. Of how the old world functions, even though it has LONG run its course."_** Goblin replied to him. **_"Now it's the time we usher in a new age, for all our worlds!"_**

"I've heard enough of this." Sienna Kahn speaks up, gaining the Goblin's attention as he didn't notice both her and llia next to the heroes.

 ** _"_** ** _Hmm. Sienna, llia. So it was you two that I sensed that dropped from the nexus as well."_** Goblin said to the two cured Faunus.

"That's correct." Sienna replied to him.

"You'll pay for using us, Goblin." Llia threatened him.

 ** _"_** ** _We'll see about that, but I am curious. Who was the one that managed to develop a cure for my ISO-Oz formula?"_** Goblin asked the heroes, surprisingly not sounding the slightest bit angry. **_"I designed that formula to be the ultimate. To be incurable. Not even the likes of Reed Richards would be able to create the perfect cure in time before I completed my plans."_**

"You can thank Spider-Man." Blake said proudly with a smile. "He was able to find a working cure in just under a few weeks." She said.

 ** _"_** ** _The boy?"_** Goblin asked curiously.

"Yup. Never expected that, did you?" Spider-Man asked him.

The heroes were expecting Goblin to be really furious after finding out his ultimate formula now has a cure for those he has infected, but they were caught off-guard by his insane laughter, as if he was a bit proud for Spidey.

"Um, why are you laughing? Shouldn't you be angry or something?" Sun asked Goblin, who stopped laughing.

 ** _"_** ** _If the cure was created by any other hero, I would be angry. Furious even! But I always expected that the Spider would exceed my expectations again and be the only one to find a cure. You truly are magnificent…my son."_** Goblin said, catching everyone, mostly Spidey, what he just said.

"Son?! Why are you calling me that?! I'm not your son! Your name is not even on my birth certificate!" Spidey retorted back at him.

 ** _"_** ** _Have you suffered memory loss recently, or have you forgotten it was MY company that gave you your powers in the first place?"_** Goblin asked him, making Peter flinch and grunt at what he said. **_"Those radioactive rays were OSCORP property, and the spider appeared under MY roof. You are my finest hour. The pinnacle of evolution. My greatest creation. I created you. I created Spider-Man. In a way, I am your father, and from what I've seen, you need one, especially after the unfortunate deaths of your parents during that tragic plane crash when you were just an infant."_** Goblin said, making Peter again flinch, which also makes llia sympathize with him since she lost her parents in a mining accident.

 ** _"_** ** _You and I are family, Spider. You are like me in EVERY way."_** Goblin said.

Spidey's eye lenses turn red, as he uses a bit of his Great Weaver power in rage. "I am NOTHING like you." He said angrily.

 ** _"_** ** _Heh. The look behind your mask tells me otherwise. You have the same look like me."_** Goblin calmly said to him with a small grin, making Peter a little angrier. **_"We are both hated by our own kind even when we wanted to do good for them. We have caused the death and suffering of those we love all around us."_**

"At least I didn't kill a family member. At least I didn't kill my own son!" Spidey shouted at him, reminding Osborn of how he killed Harry, his own flesh and blood.

 ** _"_** ** _No, but I seem to recall you had an uncle who would've still be alive if an arrogant and stubborn boy didn't so selfishly ignore the future criminal."_** Goblin said with a chuckle, causing Peter to power down and look all glum. **_"Directly or indirectly, the two of us are practically so much alike that it terrifies me. Hehehehe."_**

Blake wraps one of her arms around Spidey to comfort him and help him. "At least Spider-Man is trying to make up for his failures, unlike you who seems to be making more and more every second!" She said to Osborn.

 ** _"_** ** _But the way the Spider is doing it is all wrong. He still continues to ignore his TRUE purpose. His TRUE mission."_** Goblin said.

"Osborn. What non-sense are you going on now?" Ghira asked Goblin.

 ** _"_** ** _There's an anomaly in the boy's DNA. I've been constantly analyzing it for months to find out what makes him so special, but nothing's come up."_** Goblin started explaining. **_"Even after incorporating his DNA into the OZ formula and injecting it to me and my-no, OUR children, we still don't fully understand how to use his full power and its potential. Something about the boy specifically is the KEY to our future. A proof of my genius. The Chosen One. That is what he was created for: To change the world itself."_** He said.

"Created?! I was an accident!" Spidey reminded him.

 ** _"_** ** _So was Penicillin, but you don't see people complaining about THAT do you?"_** Goblin asked him.

"He does have a point." Sun spoke up.

"Sun! Not now!" Blake shut him up.

 ** _"_** ** _Hehe, but tell me the truth, Spider. Was it an accident, or was it fate? After all, you should know the answer by now, Chosen Avatar of the Great Weaver."_** Goblin said with a grin, frightening both Spidey and Blake on how he knows about that.

 _"_ _He knows!"_ Spidey said in his mind.

Suddenly, Ero starts talking to him. _"Guess the Goblin has done his homework."_ He said, causing Spider-Man to angrily look at Osborn in the eyes.

 ** _"_** ** _Join me, Spider. With your help, we will truly reach evolution's peak. We will create a new world for our universes and save all life. Isn't that what you wanted? Saving lives so they won't go through the same tragedy like you did?"_** Goblin asked him while holding out his hand.

"What? By destroying all life?" Spidey asked him.

 ** _"_** ** _Evolution requires sacrifice. As a fellow scientist, you should at least understand that much. So Spider-Man, what'll be: Will you be our worlds' ultimate savior, or its ultimate destroyer?"_** Goblin asked him.

"How about C, none of the above!" Spidey answered him.

"Yeah! You tell him, Spidey!" Kitty said.

"Good choice. Don't ever let this maniac get to you. No matter what he says, it can't possibly for the better." Ghira said to Spidey.

 **BGM Ends**

Goblin lets down his hand unamused by his answer. **_"You really don't have faith in me, do you? Fine. Then perhaps your former ally will turn you to the cause."_** He said, creating a portal that summons a familiar face to the battlefield, but this person now how green skin, a goblin mask, and pointed ears like those that have been infected by the formula.

Llia gasped, recognizing the person in front of them. "Is that…Adam?" She asked while looking at his horns and clothing.

"No…" Blake said to herself.

Cyclops growled in anger. "What have you done? Where's Wolverine and the others?!" He asked Goblin.

 ** _"_** ** _Somewhere in Mistral after I blown them away from my base. I would've done the same to Adam here, but I found some use for him."_** Goblin told them. **_"Despite his attitude, he does share a similar mindset about changing the world. Even going as far as wanting to assassinate the High Leader of the White Fang for her title and position to achieve that goal."_** He said, shocking everyone, mostly Sienna, that he was actually planning on doing that.

"That can't be true." Sienna said, stunned.

"I'm afraid he's right, Sienna." Xavier told her. "When I delved into Adam's mind earlier, I uncovered his plans to kill you while you were still in goblin form. That way when the war is over, he would instantly take over without anyone expecting what he had done. That's why I sent Wolverine and the other two to make sure that didn't happen, but it would seem that Goblin also expected this and stopped him himself, but with his own plans in mind."

Sienna grunts in anger before turning to Adam. "Adam, you'll pay and be punished for what you had planned. You hear me?" She asked him.

"Loud and clear, but unfortunately, I don't care." Adam responded with an evil chuckle. "Now, with the tables turned, I will finish the job." He said, getting his sword out and ready.

"Adam, you nutcase. You must be that dumb to think you can beat us all by yourself." Spidey said, confident that just one or two of them can beat Adam alone, despite his increase in power.

 ** _"_** ** _Foolish Spider. You don't think I'm unaware of that?"_** Goblin asked, crossed armed. The four, dark gems all across his body start to glow menacingly as he then uses his power to mentally lift both Adam and the unconscious Magneto up into the air.

"Uh, what are you doing?" Spider-Man asked him from the ground.

 ** _"_** ** _An experiment. A test of my power. I will make you understand the true potential of evolution!"_** Goblin said as a thundercloud starts to form in the sky, crackling thunder and lightning repeatedly. A swirling vortex of wind starts to form around the three villains in the air, with the incredibly force from the vortex almost blowing away the heroes below.

Then, using his power, Goblin causes Adam and Magneto to circle around the vortex, with them getting faster and faster as they start to become nothing but a blur. **_"Look closely, everyone! Especially you, Xavier! Because I am about to relive your worst nightmare! Your greatest failure!"_** Goblin said to them.

"What is he talking about?!" Ghira asked Xavier.

Charles, after a few seconds of thinking, realizes what Goblin is talking about. "Goblin…He can't be…No…"

Just as Adam and Magneto reached the perfect speed, Goblin causes them to collide together at that instant, which then forms a big, red and black light coming from inside the vortex.

"Ah! I can't see!" Kitty said, covering her eyes from the bright light.

"But I'm definitely sensing something!" Wanda said.

"Like what?!" Sun asked her.

 **BGM-Spider-Man 3 Game OST- Black Suit Theme #2**

The small storm that surrounded the villains slowly start to dissipate, where nothing but a dark silhouette, who appears to be 10 feet tall, can be seen from inside the dust. The heroes watch carefully and get their guard up as the figure slowly walks out of the dust cloud. As he does, they notice something familiar, yet different about this person. His armor has a similar, but monstrous appearance to Magneto's, but now sports a red-and-black color scheme and razor, sharp claws. His helmet also looks like a monstrous combination of both Magneto's and Adam's regular White Fang mask, leaving everything of his face shadowed except for his pure and menacing red eyes.

Goblin is seen hovering next to his creation, watching the heroes tremble in fear at what they are staring at. "Um…Professor? Tell me that's not who I think it is?" Cyclops asked while still staring at this new enemy in front of them.

"I'm afraid it is. My greatest fear. My greatest failure has resurfaced into this dimension." Xavier said while staring down at this old foe of his. "Onslaught." He said, with the monster's eyes glowing a menacing red.

 **BGM Ends**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. ONSLAUGHT! That monstrosity is back! This time using the bodies of both Magneto and Adam! We're in trouble! None of us stand a chance against this guy! Even if we worked together it's almost next to impossible to win! But, that doesn't mean I still can't try! The people of this island are still in danger and I can't just ignore them, Faunus or not! Time to bump up my armor's ISO levels to 200%! Body! Don't fail on me now!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Mutants and Faunus (Part 3): Neo Onslaught Rises! Time to Take out our Black Ace!_**

 **Blake: Peter. Just how more amazing could ya get?**

* * *

 **KFX here: Wasn't expecting Onslaught to be here, huh? Next chapter gonna be long so stay tuned for that.**


	71. Vol 3 Issue 14: Mutants and Faunus Pt3

_Issue 14: Mutants and Faunus (Part 3): Neo Onslaught Rises! Time to Take out our Black Ace!_

 **Menagerie**

 **BGM-Megaman X8 OST- Boss Confrontation (Demo 1)**

In front of the Belladonna household, Spider-Man and his mutant/faunus allies, including a cured llia and Sienna Kahn, are currently confronted with the Syn Goblin King and his newest creation: The great and powerful entity, composed of a fusion between Magneto and Adam, known as Onslaught, and the heroes can already tell from his presence that he is no joke.

"ONSLAUGHT! YOU BROUGHT IN ONSLAUGHT!? I HATE THIS GUY!" Spider-Man yelled out to the Goblin, who is just smiling over his enemy's tantrum.

"Professor. Who is Onslaught?" Ghira asked Xavier next to him.

"Onslaught is a sentient psionic entity originally created by the combined consciousness of me and Magneto, after the latter, at one point, severely ripped the Adamantium from Wolverine's bones." Charles started explaining the origins of Onslaught to his Faunus friends. "At that point, I had enough of Erik's chaotic actions on humanity and forcefully shut down his mind with my telepathic powers, but unknown to me at the time, Magneto's anger, grief, and lust for vengeance entered my mind, fusing with my own suppressed frustration in achieving mutant-human peace and harmony, and on that day, Onslaught was born. My greatest fear, and my greatest failure." He said, while deeply staring into the new Onslaught's eyes.

"My god…" Ghira said in awe and shock from his story.

"Professor…" Blake said in concern for the Professor, feeling absolutely terrible for what he had to go through for all these years on trying to achieve peace between two species, only for him to come close to bringing it to an end permantely.

"We fought Onslaught like twice before already, with the last time gaining the help from those other heroes from another universe." Cyclops spoke up, referencing when the Marvel heroes teamed up with the Capcom heroes to stop this monstrosity.

"You mean to tell me that you needed the combined forces of two universes to take on this guy?!" Sun frantically asked Scott while shakenly pointing at Onslaught in front of them.

"That's pretty much what he said." Kitty responded, causing Sun to gulp in terror on how they are gonna defeat this beast.

"And now he's using Adam as a substitute for you, Xavier." Sienna said to the mutant professor.

"Damn it…Goblin…" llia snarled Goblin's name in anger while holding tight to her whip.

The newest version of the monster Onslaught chuckles at his enemies. **_"Yes. I can feel it…"_** He started speaking with a single, dark and menacing voice, with no remnants of Magneto's and Adam's voice in it whatsoever. **_"Two powers. Two bodies. Both of them are melting together in this single, overwhelming body of energy…"_** He said, as the kanji for goblin illuminates on his helmet forehead. **_"I feel great."_** He said before laughing evilly, terrifying the heroes in front of him.

"This is bad. I can feel his energy getting stronger and stronger with every second." Scarlet Witch informed everyone.

"You all can still take him, right? I mean, you have beaten him before." Kali asked the heroes.

"She is right." Spidey spoke up. "Since Xavier wasn't used in the fusion, Onslaught has gotten severely nerfed, since he doesn't have his OP telepathic powers, which was part of the reason why he was so difficult to deal with in the first place." He informed his allies.

 ** _"_** ** _WROOOONNNGG!"_** Goblin spoke up while standing next to Onslaught, getting the heroes attention.

"Oh, please! Tell me how wrong I am, 'your majesty?'" Spidey asked the Goblin.

 ** _"_** ** _Yes. While it is true that Onslaught doesn't have the incredible, telepathic powers of Xavier, he is nowhere close to being 'nerfed.'"_** Goblin started explaining to his adversaries. **_"The combined, and seemingly-endless hatred for humanity from both the strongest mutant and strongest faunus has fueled their power and aggression to new heights, and Onslaught here is the product of their hatred for the world. He is hatred incarnate. The Ultimate Life Form fueled by anger and rage. And without the limitations of Xavier's weak-willed mind, he is more dangerous than the original could ever be! NEO Onslaught! Onslaught reborn!"_** Goblin finished before going into another one of his maniacal laughter.

"Neo Onslaught? So just because you added the prefix 'Neo' in front of his name, we should be terrified? I don't see how that makes him any more threatening." Spidey joked during this dark crisis they find themselves in.

 ** _"_** ** _You'll see soon enough."_** Goblin said with a grin before turning to Onslaught. **_"Onslaught. I'll be taking my leave now. While I'm gone, exterminate everyone on this island who refuse their evolution, starting with these low-lives."_** He said while looking towards the heroes in front of them. **_"Kill them all, except for Spider-Man. I still need my heir after all. But if he shows any sort of resistance…"_** He then makes a big, wide grin over his face. **_"I wouldn't mind if you teared him apart atom by atom."_**

 ** _"_** ** _As you wish, my lord."_** Onslaught said, taking a few steps forward. And with his presence no longer required, Goblin teleports away, leaving the newly-fused Onslaught against a small group of heroes from two dimensions, who are about to get ready to fight. **_"Know my name and fear it! I AM ONSLAUGHT!"_** He reintroduced himself to the heroes.

"Yeah! We know that already!" Blake said, getting her sword ready.

"Ghira! Kali! Sienna! Let's head back to the docks! Leave everything else to Scott and the others!" Xavier suggested to his faunus allies.

"Right." Sienna replied.

"Okay." Kali also agreed, getting a hold of Xavier's wheelchair.

"Blake! Everyone! Good luck and save our home." Ghira said to them. With a confident thumb up coming from both his daughter and Spider-Man, the Chieftain smiled and the four adults rushed back to the docks where the other faunus of the village are currently regrouped during the sentinel attack, leaving some members of the X-Men, Spider-Man, Sun, Blake, Scarlet Witch, and llia to take on Onslaught.

"So Spidey. I heard you recently got mystic, godlike powers from some ancient, spider-god. Do you think we have a chance against him?" Kitty asked Spider-Man.

"Uhhhhhhh…" Spidey muttered, as he cannot come up with an answer, since even he is unsure if his new powers will help him out in this fight, even with them being upgraded thanks to the empowered and augmented ISO-8.

"I thought so." Kitty said with a sigh before they both refocus their attention back to Onslaught.

Onslaught chuckles at his adversaries again, knowing they have no chance against his extreme, evolved power from being the product of the so-called strongest mutant and faunus in all of creation. **_"Defectives. You have no idea what you're getting yourself into. Allow me to show you."_** He said in a dark tone of voice.

Using his greatly-enhanced powers over magnetism and gravity, Onslaught's hands start to glow a menacing purple, releasing a strange pink-purple mist that spreads throughout the entire island, causing it to start shake violently.

"What's going on?!" llia asked while trying to keep her balance.

"Wish we knew!" Sun said, almost tripping.

* * *

The faunus at the docks of the island are also feeling this tremor, hanging onto anything that would keep themselves afoot. One of the civilians turn around to look behind themselves, only to be shocked to find that the island is slowly starting to tear apart from the ocean below and rise up to the sky above them, like 10,000 feet above the ocean floor. The townspeople are terrified, but with the combined efforts of Xavier and his faunus allies, they managed to stay calm but still scared at what's going on right now on their island.

"Charles! What's happening?!" Ghira asked Xavier.

"Onslaught is using his powers to cause a shift in the gravitational pole on the island, causing this entire rock to float in the air!" Xavier told him.

"That's insane!" Sienna said, having a hard time believing that Onslaught is capable of this enormous feat.

"And it will only get much more insane if he's not stopped!" Charles said before touching his head with his hands, trying to make telepathic contact with someone. "I'm gonna try to telepathically call for reinforcements, but-What?!" He stops himself as they all find to see a gigantic dome surrounding the entire floating island of Menagerie for an unknown purpose.

* * *

The heroes in the middle of the town also see a dome surrounding the floating island. "A dome?" Blake asked, confused on its purpose.

 ** _"_** ** _This dome I created disables any communication outside this island, electronic or telepathic."_** Onslaught answers her. **_"That way, we will have no interruptions from your fellow comrades. It's only you against me from now on."_** He said before chuckling again.

"You couldn't make the dome a little bigger? It's already getting a bit camped here, not to mention hot." Spidey joked to the mutant/faunus entity.

 **BGM Ends**

Onslaught powers up his dark red aura. An aura so strong, it creates powerful wind currents that tries to blow away the heroes from where they are standing, with minimal success. He then mentally summons a redesign version of Adam's sword into his left hand, clenching it with all of his might, infusing it with his own power. **_"I will make you defectives regret ignoring the new world order by my hand, and my blade."_** He said, slicing the air with his neon red sword to prove his point. **_"I'll skewer you into nothingness."_**

 **BGM-Marvel vs. Capcom: Clash of Super Heroes OST- Theme of Onslaught I**

Wasting no time on the offensive, Onslaught fires a powerful blast of energy from his face to strike at the heroes, with everyone except for Scarlet Witch taking the damage head on, blowing them back a few feet from the tyrant. Before they could get up, Onslaught uses his speed to catch up to the heroes, creating a series of afterimages as he does so, further knocking them away with a horizontal sword swipe.

"So fast…" Spidey said, as even he wasn't able to keep up and dodge his attack, even with his spider-sense.

Scarlet Witch flies up above Onslaught and fires off multiple hex bolts at the monster, but then the entity uses another new power and freezes time all around him, leaving no one but himself to move around freely. With the ability to warp time and space, Onslaught teleports right above Wanda and knocks her down to the rest of the heroes with a cupped fist attack to the head, with all of time back to normal.

"What just happened?!" Cyclops asked, getting up from the ground, along with everyone else.

"Onslaught froze time to dodge my attack. It would seem that he's now able to warp time and space." Wanda told him.

"Great! Next thing you'll know, he'll manipulate reality!" Spidey said.

"Don't give him ideas!" Blake said to the bug before they focus back onto Onslaught.

Onslaught starts to teleport spam using his power over space-time to confuse the heroes, mostly Spider-Man, as the Arachnid is having a hard time trying to figure out where he will pop up with his spider-sense, but his teleportation, combined with his already insane speed, is making it difficult for him to keep track of him. With the Spider confused, Onslaught teleports right beside him and roundhouse kick him through a couple of houses in the town.

With the remaining heroes briefly concerned for Spider-Man, Onslaught launches his Magnetic Tempest, using magnetized metal ions and shoot them in all directions, scattering the heroes.

One by one, Onslaught quickly takes care of his foes. He first starts off with Sun, teleporting in front of the faunus and delivers a powerful elbow to his gut before knocking him away with a flaming head-butt.

He then teleports to Shadowcat and starts to fight her with his sword, but because of Kitty's mutant powers, most of his attacks don't phase her in the slightest. He then decided to stop time before she could phase through his attacks again, knocking her away with a powerful gravitational push to a house wall.

He finds himself fighting llia next, with the two clashing weapons with each other, but it wasn't long until Onslaught gained the upper hand and release a series of energy slashes at llia, knocking her out. Before he could finish her, he is hit in the back by a number of red beams from Scarlet Witch in mid-air.

"Leave my friends alone!" She demanded him to do, shooting more energy blast at him, only for him to block them with his sword.

 ** _"_** ** _As you wish…daughter!"_** He replied, shooting a huge energy blast from his right hand, engulfing Wanda in it, knocking her out of the sky.

Just like before, Onslaught is again hit in the back by a series of energy beams, this time from Cyclops. "We've beaten you before, Onslaught! We can do it again!" He shouted at him before he continues to shoot his optic blast at the monster, only for the beast to dispel them by cutting through each blast with his claws.

Onslaught chuckles. **_"I am not the same Onslaught as you knew before, boy."_** He said, releasing an energy current from his claws at Scott, dazing him a bit before his head is slammed to the ground by the beast. **_"Now then, where is that stubborn cat?"_** He asked, looking around his area for Blake, only to get shot in the helmet.

"Over here, bucket head!" Blake taunted him, getting Onslaught's attention.

The monster chuckles to see her standing up to him. **_"Blake. I'm surprised you haven't run off already like you did before. Like the coward you are."_** He said to Blake, which irritates her.

"Adam! If you're still in there, fight it! This isn't you!" Blake pleads to the inner Adam inside of Onslaught, but it doesn't seem to work.

 ** _"_** ** _I am neither Adam or Magneto! I am Onslaught! I am them reborn! But to compensate, I do possess all their skills and memories, and I seem to recall that both you and Adam were going to change the world. Like with the Spider and the King, you and Adam were destined to light the fires of revolution, but you were too weak-willed and ran off from him!"_** Onslaught said, sounding a little angry as he charges at Blake with his blade, only for the cat Faunus to block it with her own blade.

"I'm…not…running." Blake told him as they lock swords with each other.

 ** _"_** ** _You…will."_** Onslaught elbows her jaw, causing her to fly up into the air before being slammed down to the ground by Onslaught's magnetic powers. **_"But not before you suffer for your betrayal, my love."_** He said before laughing creepily.

He then immediately gets serious and lets out a terrifying roar and charges back at Blake, with the two exchanging sword swings at lightning speeds, with neither one of them getting a hit on each other. **_"This could've been your day! OUR day! Can't you see that!?"_**

"I never wanted _this_! I wanted equality! I wanted peace!" Blake said before back flipping away from him, folding her blade into sickle mode and starts shooting at Onslaught, but he easily blocks the bullets with his sword.

 ** _"_** ** _That's what I wanted too. That's what the Goblin Nation wants to achieve. But the way you were going at it was impossible!"_** Onslaught said, teleporting right next to Blake and backslaps her to the ground, knocking her over. **_"But I understand. Adam understands. Because all he wanted was you, Blake."_** He said, raising his sword over her frighten face.

 **"** **Aww, how precious…"** A familiar voice speaks up from out of nowhere and surprises Onslaught with powerful, water-based repulsor blast, knocking him to a wall. Blake stands up to find his savior hovering in the air before landing down to the ground next to her, with this person having a red and blue color scheme for his armor, and the shoulders and head covered with spiky and sharp extensions. **"Too bad I don't find you two as the perfect couple."** Spider-Man said, now wearing his Iron Spider Armor Mark III, also known as the ISO-Totem Armor, currently in a new ISO form.

 ** _"_** ** _The Spider Prince…"_** Onslaught said, recognizing Spider-Man after standing up from the rubble.

 **"** **Don't think your magnetism will work on me, Onslaught. After I found out Magneto joined Goblin's gang of morons, I installed and put up an Anti-Magnetism shield to this armor. Now I'm HOPEFULLY immune to some of your tricks."** Spidey said, powering up his repulsors with water particles forming. **"Hope your thirsty, because my new Cancer ISO form will provide you with all your refreshments! Here! Have a taste!"** Spidey shoots out high-pressure water repulsor blasts at Onslaught, knocking him away while also scratching his armor in the process. **"Never underestimate the power of H2O!"** He said before flying off to fight against Onslaught.

While Peter is busy occupying Onslaught for a short while, Blake runs up to wake up her friends, starting with llia. "llia! Wake up!" She shakes her friend long enough that it causes her to wake up.

"Uh, how many times do I have to be knocked out before it's not fun anymore?" llia joked as she gets up from the ground, grabbing her whip in the process.

"Go back up Spidey! I'll wake up the others!" Blake ordered her to do, with llia nodding in agreement, with the two of them running in the opposite direction to perform their respective objectives.

Back with Spidey, the armored up spider-hero is barely holding his own against Onslaught, even with his armor and the Anti-Magnetism shield, since the mutant/faunus hybrid can still manipulate gravity, create a force field, and can control time and space at will.

 **"** **Alright! This isn't fun anymore!"** Spider-Man said, dodging a sword swing from Onslaught and lands on the ground 10 feet away from the monster. **"Eat this: Dyna Wave!"** He puts his right hand onto the ground, creating three large waves of water to sweep up Onslaught, only for the tyrant to magnetically hold the waves and circles them around his force field as a stream of water.

Onslaught chuckles at his feeble attempt to attack him. **_"Idiot. Did you really think that'll work? You can't seem to begin to comprehend my power, as well as yours."_**

Spidey smirked behind his mask, not fazed by his taunt or him not knowing his true plans. **"Idiot? Yeah right. You're doing EXACTLY what I want you to do."** He said towards Onslaught, who is still circling the water that Peter blasted at him around his body.

 ** _"_** ** _Hmm?"_**

Spidey's armor then switches styles yet again, this time gaining a yellow color scheme, with two sides symmetrically colored black and white, and his shoulders and head have respective colored spikes. **"Gemini ISO form equipped! Time to shock your world, helmet head!"** Spidey said, using powerful, electric based repulsor blasts, powered by the ISO-8 in his armor, directly at Onslaught, more specifically the water he's circling around him. As the electricity comes in contact with the water dome, it sparks, causing Onslaught to roar out in pain from being short-circuited, while also leaving him temporarily paralyzed thanks to Gemini ISO form's special effect.

At this time, llia arrives to provide some backup. "Let me help too!" She said, changing her standard whip to a lightning whip and strikes at Onslaught, which causes even more damage to him as she repeatedly whips him.

 **"** **Nice going, llia! Let me take over from here!"** Spidey said, using his powers as the Great Weaver and the Other to create a web glyph, which then forms a large, electric sword for him to hold on to. He charges at Onslaught with his new sword in hand. **"Take this: Thunder Bolt Blade!"** He shouted, repeatedly slashing at Onslaught with his sword at breath-taking speeds.

Before he could continue dishing out more damage, Onslaught manages to break out from his paralysis and blocks Spidey's blade with his own blade. **_"Nice try."_** Onslaught said to the bug before the two enter a clash between sword users. Even though Peter is holding his own, he is still outmatched by Onslaught's superior and more experienced swordplay, knocking away his blade to the air before he round kicks Spidey again, this time kicking him to the rest of his friends, who have just returned to help him out, but again are knocked down to the ground.

 **"** **Ugh. None of our attacks seem to be working at all. Man what a pain this guy is."** Spidey said, scratching his head as they all get up from the ground, and see that the red parts of Onslaught's body start to glow eerily.

"Um, why is he glowing like that? It's kind of freaky." Kitty said as they continue to stare at him.

Suddenly, Blake remembers something very important. "Oh no."

"Oh no?" Cyclops repeats what she said, confused.

"Oh no?! What does 'Oh no' mean?!" Sun frantically asked her.

"Adam's Semblance. He was able to absorb any attack with his sword and can dish it out stronger. Onslaught also seems to have access to that power as well." Blake informed the rest of the heroes about why Onslaught is glowing like that.

 **"And you tell us this NOW?!"** Spidey asked her.

"I forgot, okay! I was a little busy trying to STAY ALIVE!" Blake retorted back to her partner.

"But we barely attack his sword." Wanda told her.

Onslaught, in front of the arguing tag-team, chuckles at their foolishness. **_"Defectives. I have evolved passed that limitation, and can absorb all attacks with my body alone. I don't need this blade to achieve power..."_** He informed them, thrusting his blade straight into the air, with multiple lightning strikes hitting the very tip of the sword. **_"I AM POWER! BEHOLD! MAGNETIC MOONSLICE!"_** He slices his sword down to the ground, releasing a huge, X-shaped like sword energy wave through the ground, creating a linear crater as it does so, and with little time to react, the heroes are hit with the full force of his attack, causing an explosion to happen in the middle of the town.

 **BGM Ends**

* * *

 **Space**

Floating outside the planet, the Green Goblin is currently watching the battle through the eyes of Onslaught, since he is part of Goblin's 'nexus' and under his complete control, and is enjoying every second of it.

 ** _"_** ** _Hehe. Impressive, Onslaught. The experiment was truly a success. You are giving the heroes a run for their money. I might not have to use the sapphire's powers after all."_** Goblin said to himself, referencing some sort of 'sapphire' as he continues to watch the battle in space.

* * *

 **Back in the floating island, Menagerie**

Everyone that's currently in the docks of the floating area are getting a bit worried after seeing an explosion happen in the town.

"What was that explosion?" Ghira asked, and before long, he, Kali, Sienna, and Professor Xavier see Cyclops, Scarlet Witch, Shadowcat, Sun, and llia blown to their side, hurt and barely unconscious. "llia! Everyone!" He said, as the four of them attend to the injured heroes.

"Scott! Are you alright?" Xavier asked the X-Men leader, who slightly groans in response, signifying he's okay. "Good. He's only unconscious. And it would seem so is everyone else." He said since he's a telepath.

"Wait. Where's Blake and Spider-Man?" Kali asked, looking around if her daughter and friend are anywhere around her, but they're not.

"They must still be around where Onslaught is at." Sienna said to them.

"We must go help them!" Ghira said, and before he could take a step, he, his friends, and everyone in the docks are frozen in place, as if time for the people alone have stopped. "What's going on?" Ghira asked, trying his best to move but to no avail.

"Onslaught must have frozen time for all of us! We can't move!" Xavier told them.

"Can't you do something?" Kali asked him.

"I can't! Onslaught's powers are too strong, not to mention his helmet blocks telepaths to enter his mind! There's nothing we can do but hope Spider-Man and Blake are still okay." Xavier replied to her.

* * *

"Uhhhh…" Blake shakes her head and slowly gets up from the ground, observing her destroyed surroundings. "Where's…" She looks around her area to see if anyone is around and alive. Thankfully, she managed to spot Spider-Man buried underneath some rubble. "Peter!" She shouted, hurriedly running to his help. After about a minute, she managed to remove the rubble that toppled Peter, who seems to be still breathing and alive. Blake let's out a sigh of relief. "Thank goodness. I'm so glad you're still alive. I don't know what'll do without you." She said to herself, only to hear the faint laughter of a familiar foe behind her.

 ** _"_** ** _What's this? A faunus caring for a human? You are truly a disgrace."_** Blake turns around to see Onslaught still kicking and unharmed. Blake stares at him in anger, clenching onto her sword in hand. **_"You and the Spider. Traitors to their own kind. Their own destiny. As Adam would say, 'I set out upon this world and deliver the 'justice' all our species so greatly deserves, I will make it my mission to destroy everything you love. Starting with the boy…"_** He uses his powers to teleport in the still-frozen Ghira and Kali into the battlefield right next to him. **_"And your family."_**

"Blake!" Ghira and Kali shouted for their daughter but still can't make any movement while still paralyzed in time.

"Mom! Dad!" Blake shouted for them, then snarling at Onslaught right in front of her. "Leave my family out of this!" She shouted at him.

 ** _"_** ** _Oh…"_** Onslaught puts his sword right in front of Blake's parents' necks, causing them to sweat in fear. **_"Then come and try to stop me."_** He dared her into a trap, but it would seem that Blake didn't notice, blinded by anger and starts charging towards Onslaught with a battle cry and her sword intact.

 ** _"_** ** _Heh."_** Onslaught mentally grabs her, causing her to float in the air and takes her katana, dragging her to his face, with no way of breaking out of his control. **_"Weakling child. Adam was your partner. The only one you can trust. He protected you, he taught you, and this how you repay him!?"_** Using his magnetic powers, he uses Blake's own sword and stabs her abdomen near her left hip, causing her to shriek in pain.

"BLAKE!" Ghira shouted for her daughter, frustrated that he can't do anything to help his daughter.

"NOO!" Kali shouted, almost breaking in tears.

From where Blake left him, Peter starts to wake up after hearing that cry. **"Huh? Blake?"** He gets on his knees and is horrified to see Onslaught stabbing her with her own sword.

 ** _"_** ** _Hmph."_** Onslaught said, pulling the sword from Blake's flesh before destroying her weapon. He lets the wounded Blake to land down onto the ground, only for Onslaught to harshly stomp onto her chest wound, causing her to shriek in pain again. **_"This is the punishment you deserved for being so weak! A coward! Ignoring your own destiny and helping to change the world!"_** He said, repeatedly stomping her to the ground, killing her. **_"I will break you! I WILL KILL YOU!"_** He said before laughing manically while he continues to torture her. Before the final blow was struck, Onslaught is stopped by a very angry voice.

 **BGM-Dragon Ball Z: Ultimate Tenkaichi OST- Burning Soul**

 **"** **GET AWAY FROM HER!"** A huge explosion happens around where the voice was coming from, and as the dust settles stands a very angry Spider-Man, now in his Spider Style form and with a godly blue aura, using the power of his Other. **"I will never…NEVER forgive you for this! No matter what!"** He angrily said, with his aura cackling heavy electricity around it.

"No…please…" Blake whispered to him as she tries to reach out helplessly.

"Spider-Man!" Kali calls out to him.

"Don't! Stay back!" Ghira shouted to him, but Spidey doesn't listen to him

Onslaught starts laughing as Spider-Man flies over to him at top speed, but the monster intends to finish off the hero with his sword and by stopping time. As Spidey gets closer to him, he does freeze time and swings at Spider-Man directly. **_"Kill!"_** He said, slashing at Spider-Man. And as time resumes, he finds out that the Spider-Man he attacked was actually a clone. **_"What?! A clone?! But where's-?!"_** Before Onslaught could figure out where the real Spider-Man is at, he is then caught off-guard and is met, up close to his face, a cannon in the shape of a man-spider charging a powerful blast, with Spider-Man holding onto the cannon with his right hand. Before the tyrant could do anything to escape, Spidey fires off his Vanishing Web attack from his Man-Spider cannon, with the mighty roar of his Man-Spider encompassing the large blast enveloping Onslaught, sending him flying across the village.

 **BGM Ends**

With Onslaught temporarily out of the picture, the time freeze on the Belladonna family has expired, with the mother and father immediately rushing over to their daughter's aid. "Blake! Blake! Come on honey! Stay with us!" Kali emotionally said to Blake while holding onto her beaten body.

"Don't leave us! Please!" Ghira said to Blake, who is trying to fight off the pain but with little success.

 **"** **Hold on."** Spidey walks over to the Belladonna family. **"I'll fix her up."** He told them.

"You can?" Ghira asked him, with Spidey nodding to his question.

Seeing how they have no other choice, and knows that they can count of him, the Belladonnas let down the wounded Blake to the ground, with Spider-Man kneeling down next to her. He powers up a little of his Other powers, surrounding himself in a thin blue aura, putting his hand onto her chest and concentrates heavily, as he uses his powers to heal Blake. Slowly, all of her wounds and cuts are being healed, as well as any internal bleeding she might have suffered. Then, after a few seconds, the healing process is finished, and as Spider-Man gets up from the ground, Blake opens her eyes in shock that she's still alive, as if she never suffered any damage at all.

"BLAKE!" Kali shouted in joy, hugging her fully healed daughter.

"Thank goodness you're okay!" Ghira said, as the Belladonnas have one, nice, big family hug.

"Peter. How were you able to heal me?" Blake asked her friend after she finished hugging her family.

 **"** **Hey. I'm the child product between magic and science, or whatever I'm called anyways."** Spidey told her.

"Magic and Science?" Ghira asked confusingly, as magic isn't really much of a thing in Remnant, not to mention a fusion between it and science to be possible.

"Did you know you had the ability to heal people?" Blake asked Peter another question.

 **"** **Sort of."** He answered her. **"Just don't tell Cinder about this, otherwise our therapy sessions will be cut short, and I'm slowly starting to get through her."** Peter said.

Blake smiled. "Alright. I will. Thanks."

Peter lets out a light chuckle, only for his face and multiple eyes to get serious, as he senses Onslaught appearing right behind him, suffering only little damage from Spidey's attack.

 ** _"_** ** _The defective prince saving the life of weakling trash. Should've expected this from the two traitors of their own kind."_** Onslaught taunted him and his friends.

 **"'** **Weakling trash?'"** Spidey repeated the words he said about Blake, causing his aura to slightly flux in rage for a second as he turns around to face Onslaught. **"How dare you call my friend that?!"** He shouted, quickly locking arms with Onslaught, and the two start fighting each other, with the both of them being somewhat evenly matched, but Onslaught is slowly starting to gain the advantage, even though Spider-Man is using his strongest form.

 ** _"_** ** _Your friend is nothing but pathetic and weak, and doesn't deserve to exist in this world."_** Onslaught said, shooting out a beam of energy of energy at Spidey, only for him to block it with a web shield.

 **"** **Blake is one of the strongest, most respected person that I've ever met! And saying that she doesn't deserve to exist only serves to piss me off!"** Spidey said to him, creating two web glyphs from his palms and fires multiple webbed-spiked wheels at Onslaught, who easily bounces them off with his arms.

 ** _"_** ** _You don't seem to understand what I'm trying to do! I am doing this for the benefit of our kinds! Help all life and change the world for the better! This is how Magneto, and especially Adam wanted to accomplish, but you and the girl don't seem to understand!"_** Onslaught fires off an energy beam directly at Peter, but he was able to block the attack with the use of his harden spider arms sprouting from his back.

 **"** **Maybe because they're both selfish, simple-minded jerks who cares about nobody but their own opinion! Weak-minded cowards that takes the easier route by starting fights and wars, but can't seem to handle a simple conversation between two people! Magneto, Adam, and you are all pathetic and disgust me!"** Spider-Man outright disrespected and insulted not just Onslaught, but both Magneto and Adam as well.

 ** _"_** ** _Pathetic…"_** Onslaught said, visibly annoyed and angered.

 **"** **Yeah, especially you, Adam, if you can still hear me in there!"** Spidey pointed at the annoyed Onslaught. **"You keep asking yourself why Blake left you in the first place, even though the answer was in front of your stupid mask in the first place! You never cared about her or her feelings and opinions! You're a loose cannon who again cares about nobody but himself! What kind of partner is like that?"** He asked him.

 ** _"_** ** _And you consider yourself better, defective human?"_** Onslaught angrily asked him.

 **"** **Unlike YOU Adam, who I hope is listening behind that ridiculous helmet, I treat Blake more than just my partner and my friend, she likes part of my family! A sister that looks out for me and I look out for her, no matter the danger! We help each other through our faults and push pass them together! That's what being a partner is all about!"** Spidey said to Onslaught, with him and the Belladonna family close by listening in are in shock of what he just said from his little speech.

"S-Sister…" Blake said in shock and absolutely speechless, as no one else before ever said that about her, almost leaving her in tears.

 ** _"_** ** _A human seeing a faunus as a sibling, even when they're not related by blood? Ridiculous! Absolutely ridiculous!"_** Onslaught said, finding the mere concept of that utterly stupid and refuses to believe it, but then starts to smile. **_"Although, that could happen, if you fools join the Goblin Nation."_** He offered them to join the goblin family, even though the answer he's about to receive is extremely obvious.

 **"** **Forget it! We're not joining your stupid fan club, you lug-nut!"** Spider-Man shouted at him.

 ** _"_** ** _DO NOT IGNORE YOUR DESTINY!"_** Onslaught shouted at him, manipulating the gravity in the area, causing Spider-Man and the Belladonnas to float into the air and push them all the way to the docks, where the X-Men and the other faunus are still frozen in time.

Onslaught hovers above the ground, slowly powering up his aura. **_"I grow tired of you worthless lot! It is time I end you! You are all not worthy in joining the new world!"_** He said, preparing an energy blast from his right hand to finish off the residents of the island.

"No!" Cyclops said, as he and the other have regained consciousness but still frozen in time.

Before Onslaught could fire, Spidey jump kicks his hand to fire at the dome above and continues his fight against the unstoppable monster, only for him to be overpowered and knocked down to the ground, despite using his Other powers. When he thinks he won, Onslaught is surprised to see Spider-Man standing up despite taking a beating. **_"Why won't you fall? Why won't you die? I am the Ultimate Life Form. The ultimate combination of the strongest mutant and faunus in existence, working together with my King to create a new world for all worlds. You cannot win! What do you have to gain?!"_** He asked Spider-Man, tired of his petty attempts at resisting.

 **"** **You think I'm fighting for me? Huh. To save my own life? Haven't you been listening at all? That's why you'll never win. I'm not fighting for me. I'm fighting for them!"** Spidey points to all the faunus currently on the docks. **"And that's something you'll never understand, bucket head!"** Spidey said, gaining his second wind and quickly dashes next to Onslaught, punching him so hard to the gut it leaves a hole in his armor, causing him to grunt in pain finally and also break his control over his time frozen captives. **"It's the very thing we all have in common, no matter what race we're from. Adam and Magneto just haven't realized it yet, and are too stubborn enough to care."** Spidey told him before elbowing in the chest, knocking him away a bit.

As Onslaught slowly gets up from the ground, the townspeople of Menagerie start to throw rocks and whatever they could find on the ground right at the monster, showing that they aren't afraid of him and will follow Spider-Man's example to the end.

"You definitely have some friend, Blake." Ghira said to her daughter with a smile.

"Yeah…" Blake turns to Spider-Man's back with a smile on her face. "It's like every day, he gets more and more amazing. Guess he lives up to his name."

Onslaught, now completely frustrated and angry, unleashes a big burst of energy that causes everyone to fly back from his power. **_"I've had enough of you fools! I will destroy this entire island just to wipe you out! I am the ultimate! My power is limitless! I haven't even begun to fight!"_** He proclaimed, releasing another wave of energy from his body, knocking down everyone but Spidey, leaving him to only stand on one knee.

 **"** **Great. You mean to tell me he wasn't serious before? Now what can I do?"** Spidey said, panting heavily while trying to think of a plan. If his Spider Style Other powers couldn't stop Neo Onslaught, what can?

 _"_ _Sir?"_ Suddenly, JARVIS starts talking through Peter's armor.

 **"** **JARVIS? What is it?"** Peter asked his AI.

 _"_ _I want to inform you that during the battle, your armor's ISO levels have just exceeded 200%."_ The British AI informed Peter of the good news.

 **"** **It did? Awesome. Just what I need to turn the tide in this battle."** Spidey said with hope that he can beat Onslaught with his ISO levels exceeding the next step of his armor's power. **"JARVIS. Access the ISO-Great Web Server now!"** He instructed his AI.

 _"_ _Accessing ISO-Great Web Server Level 1…Access complete."_ JARVIS informed Spidey.

 **"** **Perfect."** Peter said with a smile behind his mask, standing up straight to face Onslaught. **"Hope you're ready. Ero?"** He asked his Other.

 _'_ _Ready.'_ Ero replied to him through his mind.

For a split second, Xavier picked up the two's conversation with his telepathic powers. "What's Spider-Man plotting?" He asked himself.

 ** _"_** ** _Hmm. You're getting on my nerves."_** Onslaught said to the boy.

 **"** **I have a knack for that."** Spidey replied.

 ** _"_** ** _Whatever…"_** Onslaught summons two, medium size energy orbs in front of him, with one of them red, and the other black. **_"Keep on joking, all the way to the grave!"_** He throws the energy balls at a defenseless Spider-Man.

"Spidey!" Blake shouts for him to move, but he doesn't listen.

 **BGM-** **Dragonball Super - Ultra Instinct Reborn (HQ Recreation)**

 **"** **Now! Finalize!"** Spider-Man shouted, and before the two energy orbs could make contact with him, a dark and blue energy surrounds Spider-Man in an orb, blocking and dispelling the attacks to the dome.

 ** _"_** ** _What the-?!"_** Onslaught is then cut off as the entire island starts to shake violently from whatever Spider-Man is doing with the mysterious energy he has surround himself in.

"What's Spider-Man doing?!" Sun asked his allies while trying to stay on balance.

"How am I supposed to know?!" Kitty asked while holding onto a chair.

The massive amount of energy coming off from Spider-Man starts to strike the barrier surrounding the island multiple times like lightning bolts, and before long, the barrier breaks apart, and the immense power coming from Spider-Man starts to reverse the gravitational pole that Onslaught cursed the island with, causing it to slowly descend back to the ocean below, back to its right spot in the world.

 ** _"_** ** _What in the…?! How is he doing this?!"_** Onslaught asked, confused on what is happening right now, and the power he's sensing from Spider-Man in front of him.

After a minute, the small energy dome that was surrounding Spider-Man starts to disappear, but everyone notices that Spider-Man's appearance is a little different. He still looks human for starters, but his armor design is mostly different. His armor now sports a cool-looking black and silver color scheme along with some purple accents on some parts of his armor. There are two, big wings that are sprouting behind his back, each of them flowing with a bright, blue energy coming from his ISO-8. His helmet design is also different, now looking more like a futuristic knight helmet, having the multiple eyes just like his Spider Style form, small spider arms striking up on each side, two, hollow and external fangs sprouting from the bottom edges of his helmet, and the spider-shaped crystal on top of his forehead now has a red color instead of gold.

Everyone on the docks, including Onslaught, are in absolute awe at Spider-Man's new transformation as they've never seen anything like it before. "Whoa…What happened to him, Professor?" Scott asked Xavier, who is just as shocked as the rest.

"I-I'm not sure, but the mental readings I'm getting from him are off the charts. He's like he's completely synchronized with his Other inside of him." Xavier gave his best explanation to his students, who are still confused at what's going on.

 ** _"_** ** _You should be proud of yourself…"_** Spider-Man started talking to Onslaught, now sporting a dual voice with his and his Other's, Ero, voice while also sounding a lot more serious, giving Onslaught a stern and serious stare to him. **_"You're the first one to push me to use one of two of my finalized ISO forms: Black Ace Spider. I wasn't able to test this form beforehand. How unfortunate."_** He said, still sounding a lot more serious than he's ever been, with cracks of electricity repeatedly cackling around his body, slowly powering up his blue, godly aura, with blue, futuristic, glowing runes encircling him as he powers up.

"Why is his voice so different?" Ghira asked his daughter.

"Does he have a cold or something?" Kali questions.

Blake stares at Peter for a few seconds, slowly remembering what was said about Peter back when they and the rest of their friends explored the Temple of Anansi a few weeks ago. "His voice is the voice of the spider, a voice that is older than humankind itself, and to acknowledge the one is to acknowledge the other. That's what we found out about Peter a few weeks ago. A child of the spider and the child of science." She said to her parents, who are both equally amazed and stare back at this mysterious and the unique person Peter is, as he's about to face off again Onslaught again.

 **BGM-Dragon Ball Z: Budokai Tenkaichi 3- Power Scale**

Onslaught chuckles to himself, as he senses that Spider-Man definitely has gotten stronger and evolved past his previous limitations. **_"You have gotten stronger, but don't think your little power up will help against me."_** He said to Black Ace Spider-Man, who continues to stand there and stare deeply into his eyes. Onslaught powers up his dark red aura, sending out heavy wind currents to try and blow away everyone to the ocean, but thanks to an invisible barrier created by Spider-Man and his new power, they were all left unharmed.

 ** _"_** ** _All of your hatred has poisoned your heart and soul. Your own nature will be your undoing."_** Spider-Man said to him, which is a very unlike Spider-Man thing to say, most likely because he and Ero are now fully synchronized with each other, blending each other's personalities.

While Onslaught is still powering up, Spider-Man vanishes in thin air, but he's actually moving so fast, he's attacking Onslaught in an erratic fashion while looking like he's invisible to everyone else. Onslaught decided to retaliate and brings out his sword to attack Spider-Man, using all of his speed to try and land a blow on the power-up Spidey, but the Webhead was able to react and dodge all of his attacks by allowing his own body and speed to do all the work.

"How is Onslaught not able to land a single blow to Spider-Man?" llia asked Professor Xavier.

"It's because of his spider-sense, llia. By being completely in-tuned to his spider-sense, combined with his greatly increased speed and agility, his own body is able to dodge any attack without recognition from the brain. He has effectively become one with his senses, making him practically untouchable." Xavier explained to llia, Sienna, and the rest of the X-Men in the area.

"Is that even possible?" Sienna asked in great shock.

After getting tired of dodging sword swings from a slowpoke, Spider-Man elbows Onslaught in the face, knocking him away to the ground on one knee, but the psionic entity immediately gets up to face him.

 ** _"_** ** _Not bad, but how about this?!"_** Onslaught freezes time for just Spider-Man, freezing him in place and no way to dodge his next attack. **_"I can control time and space. You are nothing to me, prince."_** He said before he releases a sword swing to cut off Spidey's head, only to be greatly surprised that Spider-Man was able to catch it easily with one finger. **_"Impossible! I froze you in time! You couldn't have escaped!"_** He said, completely shocked that not even time and space could stop this new and improved Spider-Man, and is then met with a repulsor blast to the face.

 ** _"_** ** _Not even the gates of time can stop me now."_** Spidey replied to him before creating a unique energy saber from his web glyph, with the hilt having a web-like design, and the blade itself being made of blue ISO-8 energy.

With his wings and hyper speed, Spidey quickly catches up to Onslaught without the latter noticing and starts attacking him endlessly with his ISO-Web Saber, ending it off with a kick to the head, sending him flying to the ocean behind the docks, vanishing and reappearing above Onslaught and kicks him down to the ocean floor before chasing him underwater.

While underwater, Spidey is still holding the upper hand against the mutant/faunus tyrant, effortlessly beating him with a combination of blade slashes and kicks at hyper speed, delivering multiple quick strikes seemingly at once.

Having enough punishment, Onslaught uses his powers to rip the entire ocean into two, with him and Spider-Man standing in the middle of the rift. Even after taking all of this punishment, not landing a single blow against the Black Ace Spider-Man, Onslaught still looks very confident and is even chuckling as well. **_"The Ultimate Creation versus the Ultimate Life Form. Let's see why you are the key to the new world, shall we?"_** Onslaught asked Spidey, firing his Magnetic Moonslice attack from the tip of his blade at the Wall-Crawler, after absorbing enough blows from the hero, only for him to easily nullify the blast with his right palm. **_"Impossible-!"_** Before could finish reacting to his most powerful attack being easily absorbed, Onslaught is kicked from his jaw and into the air, where the silent, but deadly Spider-Man performs his Maximum Spider move in mid-air, repeatedly attacking the villain with little room for him to breath.

The Faunus of Menagerie are watching the fight from the docks and start cheering on for the Webhead to take down Onslaught. "Take him down, Peter." Blake said, even though she's far away for him to hear her.

* * *

 **Space**

Back in space, Goblin can see that Onslaught is getting overpowered by the power-up Spider-Man, but mysteriously, he's not that worried at all, in fact, he looks a little happy to see Spider-Man fighting so efficiently. **_"Peter, once again you have exceeded my expectations and have took the next step in your 'unique' evolution. You are only proving just how much alike we are."_** He said to himself while floating in space. **_"Still, the power you are using is interesting to me. It feels like the ISO-8, but completely different from the ones I've been using. Even still, I'm surprised how you have managed to be completely harmonized with its power. A feat even I am still having a bit trouble to master."_**

He then takes out a mysterious, viridescent colored, icosahedron gem that's covered by small, non-pointy spikes around the crystal, and a dark green energy flowing all inside the gem. **_"I didn't think I had to use this so soon, but this might be the only chance I have to test the sapphire's powers."_** Goblin said to himself while also chuckling in amusement.

* * *

 **Back in Menagerie**

Onslaught is definitely losing the battle against the ISO-8 powered Spider-Man, repeatedly getting sword slashes, punched, kicked, and blasted all in the span of 10 seconds with little breathing room for the menace.

While flying above the ocean next to Menagerie, Spidey intends on finishing this battle already, attacking Onslaught with a speedy blue barrage of blows, stunning him. He flies past his stunned enemy and turns around to knee him twice in the back of his head before performing a backflip, kicking him away, finishing the rush. He hovers in the air and raises his left hand to charges a purple energy sphere. He turns around to face his enemy and throws the sphere directly at Onslaught, encasing him in a giant gravity sphere in the shape of a black hole, while also stuck in a giant web inside the artificial black hole. While Onslaught struggles to break free, Black Ace Spider takes out his ISO-Web Saber in his right hand and gets into flying position. **_"Black End…"_** He fires up his blue wings and flies and slash through the black hole at lightning speed, **_"Nexus!"_** He finished his previous line, floating like a badass behind the exploding black hole web, as it dissipates into a bright light.

 **BGM Ends**

The people of Menagerie watch in awe and "Whoa!" as they see Onslaught crash down to the dirt of the docks, with his helmet blown out to the ocean floor. The other heroes approach Spider-Man as he slowly descends back to the ground while staring at the supposed defeated Onslaught.

"AHA! You did it! You won!" Sun said, thinking that it's all over.

"No. It's not over yet." Cyclops told the monkey faunus.

They all at Onslaught's back as the monster gets up from the ground. Slowly, the demonic entity turns around to face the heroes, where the latter sees what he looks like without his helmet: a monstrous, skeleton head with demonic fangs, white pupils, and horns that are similar to Adam's.

"Oh god…So that's what he looks like behind his helmet." Llia said, completely stunned by his ugly figure.

"Besides the horns, he doesn't look that different from the last time he fought." Kitty pointed out.

"But he's still just as dangerous." Wanda added.

Onslaught roars loudly at the heroes, with everyone but Spider-Man fazed and almost blown away by his monstrous roar. **_"Hmph. All that hidden hatred has come to light for everyone to see what happens when you feed into your inner monster. Give up now, and cease this foolishness so you can be cured."_** Spider-Man said towards the beaten Onslaught.

"You definitely don't sound like yourself. You sure you're feeling okay?" Blake asked her spider friend, since he's acting a lot more serious than he has before.

 ** _"_** ** _Just felt like being dramatic."_** Spidey replied to her.

Instead of surrendering, Onslaught just laughs at his enemies as he gets up from the ground. **_"You're the foolish one here, Spider. You are just proving how much our worlds need to evolve to perfection. You couldn't have even beaten me if you yourself didn't evolve pass your previous limitation. You are truly the key to our future."_** He said to Spidey before chuckling.

 ** _"_** ** _Quit your babbling and let's end this already!"_** Spidey said, having enough of Onslaught's evolution talk. Before he could fire his Goblin-Eraser Tracer from his forearm gauntlet to Onslaught, a dark green lightning strike from the sky hits Onslaught below. **_"Huh?"_** Spidey asked, looking a bit confused.

"Professor! What's going on?!" Kitty asked Xavier.

"I'm not sure, but Onslaught's power is starting to increase dramatically!" Xavier informed them.

"Oh come on?! Can't we just win and call it a day already?!" Sun asked as the heroes takes a few steps back from Onslaught, who now starts growing into the size of a giant, with the kanji for goblin glowing an eerily green on his skull forehead.

 ** _"_** ** _I don't like the feel of this."_** Spidey said, as he can sense an enormous amount of power coming the giant Onslaught.

 **BGM-Marvel vs. Capcom: Clash of Super Heroes OST- Theme of Onslaught II**

 ** _"_** ** _NO ONE IS SAFE!"_** The enlarged Onslaught said, firing a beam of energy from his mouth and at the heroes, who managed to dodge it in time.

 _"_ _Sir. I am detecting an unusual energy signature coming from Onslaught."_ JARVIS informed Spidey through his armor.

 ** _"_** ** _Show me the readings."_** Spidey instructed JARVIS, who does just that and shows him the unusual and complicated energy readings through his armor's HUD. **_"What the? These readings. They don't make sense. There nothing that I've ever seen before."_** Spidey said to himself, as he never seen and examined such an unfamiliar energy reading.

The heroes try their best to counter act against Onslaught, but none of their attacks are leaving a scratch on him. Spidey brings out his blade and flies up close to his face to attack, but is met with another mouth beam, barely able to dodge that one even with his upgraded powers and lands right beside his friends, tired and exhausted strangely.

"How are we gonna beat this guy?" Blake asked, especially since Onslaught destroyed her weapon not too long ago.

"Don't worry, Blake. With Spider-Man and his awesome new powers, we can beat this guy no sweat." Sun assured her. Then, a second after Sun said that, Spider-Man's Black Ace form transforms back to his normal armor mode, confusing and surprising everyone. "Huh?! What happened?!" Sun asked the panting Spider-Man.

 **"** **I knew it. I couldn't sustain that form for long."** Spidey said in his normal voice again.

"How come?" Cyclops asked him.

 **"** **That much power puts a huge toll to my body, so I had to stay completely focused if I didn't want to slip up. I could only stay finalized for a few minutes before I have to depower myself, hence why I tried to finish the fight as soon as I can. If I stayed like that for an extended amount of time, it would potentially leave me paralyzed for life, or worse."** Spider-Man informed them, with the possibility that he might die if he stayed in that form for an extended amount of time.

"Can you still stand and fight?" llia asked him.

"Why? He's done enough! Let him rest for a bit." Blake said, not wanting Spidey to continue hurting himself after all that he did during the fight.

 **"** **Don't worry…"** Spidey said, standing up completely. **"I'm fine. I can still fight. But it will take me a while until I can finalize again, assuming I don't die during the process while trying to build up my ISO meter."**

The heroes all see Onslaught about to claw swipe him with his mighty hand, and everyone but Spidey back step away from him, with the Webhead flying in the air and trying to damage it with his web balls and repulsor blasts.

Wanda turns around and sees that the townspeople are screaming for their lives and trying to hide from the giant beast. "We need to take this fight away from the innocent!" She said to Scott.

"I got an idea. Spider-Man!" Scott shouted to Spidey, who is currently hovering in mid-air.

 **"** **Yeah! What is it?"** Spidey replied.

"Get Onslaught to focus solely on you! I have a plan!" Scott ordered him.

 **"** **Why me?"** Spidey asked him.

"Because out of all of us, he hates you the most!" Scott told him.

"Not to mention you're so annoying and rude!" Blake added.

"And can get on our nerves 24/7 because of how much you like to talk!" Kitty also added.

 **"** **X-CUSE ME?! Pardon the pun!"** Spidey responded while dodging another claw swipe from Onslaught. **"Guys! What the hell? Are you trying to insult me? Because that actually hurt! Is it because I'm human and you mutants and faunus need to vent your anger at someone? If so, then, ouch! I have feelings too, you know!"** He said, dodging a mouth blast from Onslaught.

"Just do what we tell you, Webhead!" Cyclops told him.

 **"** **Yeah! Yeah! Whatever! Hey Onslaught!"** Spidey fires a repulsor blast at the giant monster's face, getting his attention. As Onslaught turns to Spidey, the spider hero opens up the mouth area of his helmet and sticks out his tongue, performing raspberries to taunt him.

All of his friends and the faunus in the area are looking at Spider-Man like if he's an idiot and for doing something extremely childish. "Our fates are in the hands of this kid?" Sienna asked herself. "I might as well get my coffin ready." She said.

Even the mighty giant, Onslaught himself, is tired and angered by his taunting, and tries to slash him with his claws, but Spidey was able to fly over his head and appear right behind his body. **"Okay! I got his attention! What the hell is step 2?"** He asked Scott before dodging and flying away from Onslaught.

"Lead him to the desert! We'll catch up!" Scott told him.

 **"** **I HATE THIS PLAN! Why am I always used at the guinea pig?!"** Spidey asked before he leads the now flying Onslaught to the desert behind the village.

"Alright. How are we gonna catch to him? The desert is far away from here." Blake asked Cyclops.

"We can take the Blackbird. With that baby, we'll catch up to them in no time." Cyclops replied to the faunus. Before any of them could get moving, a sudden Nightcrawler teleports right beside them, along with Wolverine and Beast with him. "Or we can use Nightcrawler." Scott casually said, noticing his fellow X-Men.

"Guys!" Kitty said as the heroes meet up with Wolverine and the other two mutants. "What happened to you three? Goblin told us he knocked you out of the base in Mistral."

"Yeah, and we landed in some bandit territory, and after some 'rash' arguments with a cocky woman and her thugs, we stopped and got here as soon as we can when I sense something terrible and awfully familiar here." Logan informed his other allies.

"That was Onslaught you senses, Logan." Xavier told him, surprising his other three X-Men.

"Onslaught?! That monstrosity is back? But how?" Kurt asked stunned since Onslaught could only appear with the fusion of Xavier and Magneto.

"Goblin fused Magneto and Adam together to form that monster." Llia informed the mutants.

"Adam? That can't be good." Hank said.

Logan snarled from hearing that name. "Serves the kid right for ditching us when we were fighting the Brotherhood! Thankfully before we got here, we called in reinforcements. They should arrive any second now."

"Good call, Logan. Come on X-Men! Let's go help Spidey stop Onslaught!" Scott said, with everyone gathering together around Nightcrawler, and in a puff of smoke, they vanished.

 **BGM Ends**

* * *

 **The Desert Region of Menagerie**

 **"** **I am so gonna kill Cyclops after this is all done!"** Spidey shouted while flying away from the gigantic Onslaught, who repeatedly shoots out energy blast from his mouth, with them constantly missing thanks to Spidey dodging them in time, and the blasts causes huge explosions in the dangerous parts of the desert, leaving nothing but giant, wide craters everywhere until there was almost nothing left.

Tired of chasing the flying insect, Onslaught warps time and space again and teleports above Spider-Man, swiping him down to the ground with his claws. **"Ouch. And I thought Logan's nails were painful."** Spidey said, standing up to face Onslaught, who lands straight up in front of the hero. **"I would really like to know that Step 2 guys!"** Spidey said, getting into fighting position.

Thankfully, help has arrived, in the form of Cyclops and the other heroes teleporting right next to Spidey. **"Oh thanks god! Where the hell were you guys?! Taking a vacation?!"** Spidey asked his allies.

Wolverine pops out his claws and snarls at Onslaught. "Okay, ugly! Let's go!" He roars as he charges at Onslaught, jumping from one arm to the next before he jumps in front of his face, only to be painfully blasted from his mouth beam, launching him back to his friends as a completely scarred body, leaving the faunus heroes almost mortified.

"Oh my god! Logan!" Blake shouted, thinking he's dead.

"Don't worry. He's fine. Stuff like this happens to him all the time." Kitty casually assured Blake, knowing that his healing factor will bring him back up and growling again. And like clockwork, Logan has completely healed in just a few seconds, no more scars on his body. "See? What did I tell you?" She said to Blake.

 **"** **Wow Logan. You sure showed him."** Spidey made fun of the mutant.

"Shut up, you puny, little geek!" Wolverine retorted to Spider-Man as he gets up from the ground.

The heroes now stand together against the mighty and enormous Onslaught, wondering what their next move should be. **"Yo, Blake. Kitty."** Spidey materialize his old Iron Avenger gauntlet weapons from his Webware and gives one gauntlet to each girl. **"Happy birthday."** He said to them.

Kitty puts on her gauntlet to her right hand and it lights up. "Nifty."

Blake does the same as well and creates a blue, energy blade from the gauntlet. "I always wanted one of these." She said with a smile.

 **"** **I can make you one after this party."** Spidey told her.

"Assuming we're still alive by the end of this!" Sun said.

Onslaught lets out a mighty roar and was about to rush at the heroes on the ground, only to interrupted by a barrage of repulsor blast behind him. **"Hey ugly!"** Onslaught turns his head, wanting to find out who this new challenger is taunting him, only to be hit by a large chest beam from another red-and-gold armored man. **"Made you look."** Iron Man said, finally joining the fight.

 **"** **Iron Man! Oh thank goodness!"** Spidey said, relived to see back-up.

Before Onslaught could start attacking the armored avenger, he is frozen in place by an ice-sliding Iceman from the X-Men and Weiss from Team RWBYP, before being melted and punched by Jean Grey, in her Phoenix costume, and Rogue respectively, and met by a couple of thunderbolts from Thor and the mutant queen of Wakanda, Storm.

 _"_ _HEY EVERYONE!"_ A familiar, girly voice coming from the Avengers Quinjet starts talking through the ship's loudspeakers.

"Tell me that's not who I think it is." Blake said, immediately recognizing the voice.

 **"** **Ruby?! What are you doing?"** Spidey asked her through his armor's communications.

Inside the Avengers Quinjet, Ruby is sitting in front of the ship's weapons systems while Captain America is flying the ship. "Look! I get to use the ship's weapons! Watch this!" Ruby said, pressing on a couple of buttons and fires numerous rockets and missiles at Onslaught, damaging the beast.

With Onslaught distracted, the hanger of the Quinjet opens up to reveal Hulk, Yang, and Colossus, ready to drop down and punch the beast in the face. "You ready to do this, tough guy?" Yang asked the Hulk with a smirk, with the green giant simply patting her back hard enough for her to fall from the hanger, with the Hulk jumping down after her.

"Ha! I like where this is going!" Colossus said with excitement, jumping down to follow the other two, as all three powerhouses punch Onslaught's face at the same time, dazing him for a little while. Before he could regain his vision, he is met with giant fist to the face from a giant Yellowjacket.

"So these are those other heroes from another world?" llia asked Blake.

"Yup. The best of the best." Blake replied with a smile.

"Awesome…" llia said in awe as the Avengers Quinjet lands right next to Spidey and the others, with Ruby, Captain America, Hawkeye, Quicksilver, Black Panther, and Wasp walk out from the ship.

"Hey Spidey! Did you see me?" Ruby asked the Webhead as she runs up to him. "I was ACTUALLY using the Avenger's ship and control their weapons and fire at that giant monster guy! How cool is that?" She asked him.

 **"** **Chillin'. Nice job, Rubes."** Spidey gave her a high-five for his speedy friend before turning to Captain America. **"Hey Cap. Glad you could make it."**

"We got here as fast as we could when we got Logan's call." Steve told the Spider.

 **"** **Along with an unusually high levels of ISO-8 coming from this area."** Iron Man said, as the other heroes that arrived meet up with everyone else. **"Most of it coming from you, kid."** Tony said to Spidey, knowing that Peter's armor is using the unique ISO-8 they created not too long ago.

Peter chuckles. **"Well you know me."** He said. They all stop talking as Onslaught roars heavily behind them.

"So who's this guy again?" Weiss asked everyone.

 **"** **Onslaught. Big baddy from our world. Fused with Magneto and a jerk named Adam thanks to Goblin. Wants to wipe us all out."** Spidey gave her a decent and short summary of what's been happening recently.

"Isn't that lovely?" Yang sarcastically asked.

"We need to take him out. I can sense his power growing every second." Jean Grey said.

"You're right, Jean. Iron Man. Any ideas, tin head?" Cyclops asked Tony.

 **"** **If we all concentrate our attacks simultaneously, that amount of punishment should slowly dissolve the fusion and reveal his energy form out in the open. Strike that and this battle is ours."** Iron Man gave the plan to the rest of the Avengers, X-Men, Team RWBYP, Sun and llia.

"So hit him hard. Hit him fast. I like that plan." Hulk said with a smile.

"Of course you would. You wouldn't like doing anything else." Hawkeye said to Hulk.

The green goliath then shoves his face up close to Clint's. "I wouldn't mind the one where it involves me punching you to Onslaught's face."

"Okay boys. Simmer down." Rogue said to the two arguing Avengers.

"Let's stay focus and finish this fight as soon as possible." Captain America said as he walks up in front of the other heroes in the area right now, where they all face a roaring Onslaught, who has enough of these insects and wants to finish them off for his King. "Alright…" Cap takes out his shield from his back and holds it strongly with his right hand. "HEROES ASSEMBLE!"

 **BGM-Avengers: Age of Ultron Soundtrack-Avengers Unite**

And with that famous slogan, all three teams rush at the giant Onslaught and begin the assault. Each party attack the giant entity with their signature attacks, working together with the other teams to dish out even more pain with coordinated team attacks. Jean uses her telekinetic powers as the Phoenix and throws Ruby right in front of Onslaught's face, who then uses her scythe and starts repeatedly slashing on his skeleton head and jumping away in time before Onslaught could smack her away with his claws.

Using an ice slide, both Iceman and Weiss are attacking Onslaught from all sides with ice hard-as-rock ice pellets. "Bobby! Ice Fist!" Weiss shouted to Bobby in front of her.

"Right on!" Iceman said with glee, with the two of them combining their ice to form a giant ice fist and uses it to punch Onslaught in the face, almost knocking out one of his teeth.

While hanging onto Rogue while she's flying, Blake uses the repulsor gauntlet Peter gave to her and starts firing energy blasts at the behemoth. "Ready sugar?" Rogue asked Blake.

"Ready!" Blake answered, and as the two approach Onslaught, both she and Rogue attack him with a powerful energy blade slash and a devastating punch respectively, hurting Onslaught even more.

"Colossus! Fastball special!" Yang said, running up to the metal man. Colossus immediately grabs her arm, twirls around in place for a bit, and throws her as hard as he could at Onslaught's face, attacking him with a punch/shotgun combination to his eyes, causing him to roar out in pain.

While he's distracted, Spider-Man is circling around the giant's legs with his webbing, with llia joining in on the fun and repeatedly attacking his legs with her whip before Spidey lets go the webbing.

 **"** **Hulk!"**

"Thor!" The two of them shouted to the other powerhouses. And with a mighty roar from both Hulk and Thor, the two Avengers attack Onslaught's chest, causing him to fall to the ground.

Spidey and llia lands back onto the ground, with the webhead noticing that during this massive assault, his ISO meter has risen to 200% again. **"Awesome. Now I can try out the other finalized form. Red Joker Spider!"** He said, encasing himself in a red and gold energy orb to finalize into his other Finalized ISO Form.

After a few seconds, he breaks out from his cocoon and reveals himself in his new ISO form. The new design of his armor now is a lot bulkier with heavy armor plates and shares the same color scheme as his regular Iron Spider armor, red and gold, now with some black accents on some parts of his armor. Two different types of inexhaustible ISO-8 generator gears operate on his shoulders, with his redesigned helmet still having the multiple, spider-like eyes from his Black Ace form, while also looking a little bulky, with the forehead having the shape of a tuning fork, surrounding his now blue, spider-shaped crystal to contrast with the red on his armor.

"Whoa…! What happened to him?" Ruby asked Blake while staring at the new Spider-Man in awe.

"Something incredible." Blake said with a smile.

 ** _"_** ** _No time to waste! Let's finish this!"_** Red Joker Spider-Man said, back to having a dual voice with his Other, Ero. Spidey charges up power and detaches the two disk gears from his shoulder pads, aligning them with the sides of Onslaught. **_"Red World Eraser!"_** Spidey shouted out, firing a massive beam at Onslaught's chest, with the two floating disks also attack the beast with lasers as well.

"Everyone! Follow what Spider-Man's doing! Attack him with everything you got!" Captain America ordered everyone to go all-out with their attacks simultaneously.

In mid-air, Iron Man summons his Proton Cannon beside him. **"Ruby! Catch!"** Tony drops his cannon to Ruby below him.

"Really?! I can use it!?" Ruby asked the billionaire hero.

 **"** **Sure! Show me your Sunday best!"** Iron Man said, with Ruby giving a cocky smile and starts charging up the Proton Cannon before firing at Onslaught.

Iron Man follows suite by unleashing his Unibeam, Cyclops with his Optic blast, and Storm using the power of lightning from the clouds. And alongside all of them, Thor twirls his hammer in the air, charging it up with a massive amount of lightning energy. "FOR REMNANT!" Thor shouted, unleashing a gigantic lightning blast at Onslaught, joining in on the united assault of attacks from all three teams currently on the field.

Not even after receiving a power boost from an unknown source, the mighty Onslaught is quickly overpowered and can barely stand up to the combined might from all these heroes at once. "HERE! HAVE SOME MORE!" Cyclops takes off his visor, further powering up his optic blast to a larger degree, causing the beast to shriek out in pain, with his red-and-black armor slowly melting away and revealing his pure energy form inside his armor.

 **"** **Spider-Man! Go for it! Like you did before!"** Iron Man shouted to Spidey, reminding him of their battle at the Ultimates Festival yesterday, with Spidey going through his Proton Cannon blast with Cap's shield.

 ** _"_** ** _GOT IT!"_** Spidey shouted, immediately switching to his Black Ace Spider form. He turns to Blake right next to him, who looks at him back. **_"Let's go, partner!"_** He said, raising his fist to her for a fist bump.

Blake nods and smiles. "Let's!" She gives him a fist bump before he grabs her hand, and with the use of Spidey's armor, they fly through the enormous beam coming from the united heroes and take out their respective blades, slashing through the broken Onslaught and destroying his energy form behind the dark entity, causing him to roar out in great pain as he starts to explode in a bright light.

 **BGM Ends**

After the bright flash from that explosion, Onslaught is now no more, with the only thing left of him are the two people that were the cause of his being: Magneto and Adam, both lying on the ground unconscious. And before they could do anything else, Spidey webs them up and launches his Goblin-Eraser Tracers onto their neck, finally curing them from Goblin's control.

"YAHOO! We did it! Onslaught has been officially butt-kicked!" Yang shouted out.

Spidey pants heavily after using so much energy during the battle and decided to sit down on his butt on the ground. "You alright?" Blake asked him calmly.

 **"** **I'm alright…Just tired…I blame you for dragging me here in the first place though…"** Spidey said to her, now back in his normal armor mode.

Blake chuckles. "Yeah, well, wouldn't be the first mistake I made."

 **"** **And that's why I'm here to make sure you don't make another stupid mistake like that again…"** Spidey replied, receiving a playful punch to his shoulder by Blake as the other heroes walk up to meet them.

Before anyone could celebrate, both Spidey and Wolverine senses something. "Do you sense that, kid?" Logan asked the Web-Slinger.

 **"** **Oh yeah."** Spidey said, getting up from the ground to stand with his fellow heroes.

"What? Sense what?" Weiss asked the two.

 **"** **We're sensing a large energy source about to appear here any second."** Iron Man told her, using his scanners to tell that something's coming.

"Well? What is it, Shellhead?" Iceman asked the avenger.

 **BGM-Megaman ZX Advent OST- The Chosen One (Theme of Albert)**

Before his question could be answered, the united heroes look above themselves to see a flaming meteor crashing down about 10 feet away from them, creating a crater upon impact, and emerging from the crater they see the Syn Green Goblin wearing his royal clothing, cape and everything.

"Hey look? It's tall, green, and thinks he's a king." Hawkeye joked while pointing his bow and arrow at the monster.

"Goblin." The tiny Wasp said while flying in the air.

"Looking a lot more monstrous than I could've imagined." Black Panther said, observing his new look.

 **"** **No kidding. Hey Gobs! Have you been juicing? Enjoying that nice ISO/maiden cocktail?"** Iron Man asked Goblin, who just simply chuckles from his pathetic joke.

 ** _"_** ** _Stark…How I have NOT missed that smart mouth of yours. You and the other Avengers and heroes should've stayed back on Earth while I was enjoying the party on this world."_** Goblin said to his united enemies.

 **"** **How could we resist such a** ** _wonderful_** **party when you STOLE some of my armor and decided to crash here without any of us knowing?"** Tony asked, still a little angry about Osborn stealing some of his armor without him noticing.

 ** _"_** ** _I just wanted to surprise you with what I've done when I eventually move back to that primitive world, but you just HAD to be impatient like a child on Christmas Eve."_** Goblin replied to him.

 **"** **I always did like to know what I'm getting ahead of time, especially the kind that could be WORLD-ending."** Tony said, with Goblin letting out a small smirk.

"Osborn…" Captain America spoke up this time. "We're giving you this ONE chance: Give up your plans and surrender! You're putting our entire lives at risk! Your existence ALONE is putting the fate of reality itself in danger!" The Good Captain informed Goblin about the power he's using is putting all of creation in jeopardy, but the Goblin simply laughs at his warnings.

 ** _"_** ** _Captain America…Did you honestly think I haven't noticed?"_** Goblin asked him, surprising the heroes that he's aware of the Reality Storm he has caused throughout reality. **_"I know exactly what I'm doing. I knew the moment I stole the maidens' power and combined it with my own, something like this would happen. I may be insane, but I'm not an idiot. All is going according to my will."_** He told his enemies.

"Huh? What're you saying?" Ruby asked him.

 ** _"_** ** _You're too young and idiotic to understand, young one."_** Goblin told her.

"Don't call my sister dumb, you green-horned freak!" Yang shouted at him.

 ** _"_** ** _Don't waste your time on insults, blondie, when it's all about to be over soon."_** Goblin cryptically replied to her.

"What do you mean, Norman?" Yellowjacket asked him.

 ** _"_** ** _This is something that I've been planning for a LONG time. In just one, short month, starting on Friday, you will all be annihilated according to my plan!"_** Goblin told the heroes.

 **"** **Is this what I think it is? Your 'Day of Reckoning?'"** Spidey asked him, remembering that Goblin said something about that a few weeks ago.

 ** _"_** ** _Indeed, Spider-Man. At first, I was planning to simply transform this world and Earth like I did with the Earth of the year 2099. But then I realized just how TAINTED our two worlds are, and decided that to change tactics. At the end of the next month, while my forces remake the multiverse in my image, both Earth of 616 and Remnant will be utterly DESTROYED of all defective life on that single day! Anyone that survives the onslaught will be proven worthy into joining my Goblin Nation! That's the Day of Reckoning! The destiny of destruction cannot be changed by your 'limited' power!"_** Goblin told them about his plans before he goes off into his hysterical laughter.

"You plan to take revenge on every human…every faunus and mutant…all life on both our entire worlds?!" Blake asked him, thinking this must be some kind of sick joke. "You're completely mad! We're putting a stop to this right now!"

 ** _"_** ** _Put a stop to what? We already have everything we need and are just waiting for the end."_** Goblin said to her before chuckling for a bit, as all of reality starts to have another reality shake like it did earlier in the day, with the heroes trying their best to regain their balance until Jean Grey used her telekinetic powers to keep themselves steady. **_"Don't you see? Our old worlds have decayed and rotted. I will usher in a new world to replace them!"_**

"Not on our watch, you nut!" Wolverine said, popping out his claws.

"Heroes! Take down Osborn! Give him everything you got!" Captain America instructed the united heroes, as they all start charging towards the calm and collected Goblin King.

 ** _"_** ** _Your resistance is futile!"_** Goblin shouted as the four, dark gems around his body and crown start glowing eerily, releasing a green mist throughout the desert that causes a shift in gravity.

 **"** **Whoa…!"** Spidey said as he and everyone else stop running and start floating in mid-air unconditionally. **"Whoa! Whoa! Whoa! Whoa!"** He keeps repeating as he and everyone else tries to reach the ground, but the change in gravity wouldn't allow them, leaving them in Osborn's mercy.

 ** _"_** ** _Heh!"_** Goblin gleefully fires a large, lime green energy blast at the heroes, knocking them all down to the ground as gravity kicks back in. **_"It's not over until I SAY it's over, fools! The battle! The angst! The destruction! You cannot change your destiny! Especially you, my son."_** He warps through time and space and arrives right beside Spider-Man as the hero gets up from the ground. **_"Your destiny is to rule by me. By my side. You cannot change your fate. No matter how hard you try."_** Goblin told his 'son' to his ear, who then tries to round kick him in the head, only for him to jump away from him before the kick could connect.

 ** _"_** ** _I will see you soon, my ultimate creation."_** Goblin finished before he starts laughing manically, disappearing like if sunlight hits a shadow.

 **BGM Ends**

Before Peter could ponder on Goblin's words, he looks above to see that the SHIELD Helicarrier and Ironwood's flagship have just arrived above the large island, with SHIELD agents and Atlesian knights arrive to check on the united heroes and the civilians back at the village.

 **"** **Well…"** Iron Man rubs his head as he and everyone else slowly gets up from the ground. **"This all seems terrible, don't it?"** He asked everyone, who don't look like they're in the mood to answer him.

* * *

 **Back at the village of Menagerie**

With the help of SHIELD and the Atlesian Military, everyone, heroes and civilians alike, are currently being treated and bandaged while repairs to the village are currently underway thanks to the two military groups from two dimensions. While all of that is happening, SHIELD is arresting the Brotherhood, Juggernaut, and Magneto, as well as Adam for his planned crime on killing the High Leader of the White Fang and trying to rule over the humans of Remnant.

Before he could enter a ship to prison, Adam takes one, last look to Blake, with the two exchanging stares before Blake had enough and sadly walks away, with Adam letting out a grunt and continues his walk to a ship.

Close by him, Captain America, Nick Fury, and Professor Xavier are talking to the Belladonnas and Sienna Kahn. "Thank you for the assist, Captain." Ghira said while shaking hands with Steve Rogers.

"Your welcome, Chieftain. Glad we arrived when we could." Cap replied to him. "Right now, SHIELD and the Atlesian Military should be at the Goblin Base at Mistral that Wolverine told us about, apprehending and curing any remaining forces that haven't escaped before they arrived." He informed the Chieftain and Sienna Kahn.

"That's good to hear. I don't want to see my people controlled by Osborn any longer." Sienna said.

"So what's gonna happen to Magneto and his Brotherhood, as well as Adam?" Kali asked Fury.

"Magneto and his band are gonna be locked up at the Raft back on Earth, with the helmet head himself getting a _nice_ , plastic prison waiting for him." Fury told her. "Adam Taurus will be handled by the Atlesian Military here in Remnant and will receive punishment for his crimes and future crimes."

"Thank goodness. I can trust you'll keep him in-line, will you?" Sienna asked the Director.

"Compared to the other super-powered mutant criminals back on Earth, I can make sure Adam won't escape for a very long time." Fury told her.

"I can't help but feel bad for him, though." Xavier spoke up. "He only wanted what was best for his race, but didn't realize his actions were only going to make things worse for them, just like Magneto. Hopefully his time in solitude will give him the chance to rethink his aggressive ways."

"I hope so." Ghira said.

"High Leader Kahn. If I may offer a suggestion, how about you and the White Fang lessen your aggressive actions on humanity and start to find more 'passive' solutions to your problems?" Captain America said to the High Leader. "I've been talking to Xavier, and we've been planning on starting a new sub-team of Avengers composed of mutants and humans in hopes of unifying the two species as one. Maybe the faunus and the humans of this world could do the same." He suggested to the Kahn.

"I'll think about it, Captain." Sienna Kahn replied with a small smile.

* * *

Sitting down somewhere at the docks, the team members of Team RWBYP, except for Blake and Spider-Man, are having a small chat with Wolverine, Rogue, and Iceman.

"You kids…weren't that bad today." Logan told the Huntresses-in-training with a smile, impressed by how they were able to hold their own against Onslaught.

"Wow. A complement from Wolverine. From what Spidey told us, that's extremely rare to hear from him." Ruby said to the other girls.

"You got that right, kid. It's not easy to impress this smelly, old horse." Rogue said while slyly pointing to Logan, who proceeds to growl at her for trying to make fun of him.

"You weren't that bad, Weiss. Great performance out there. How about we try this again and show you just how _cool_ I really am." Bobby said to the heiress, who giggles in response.

"I wouldn't mind that, Bobby." She said with a smile, with Bobby replying with a smile as well.

"Has anyone seen Blake and Spider-Man lately?" Yang asked while looking around the area.

"Nope." Ruby replied to her big sis.

"Ah, don't worry about them." Wolverine told the girls. "I'm sure they are doing just fine. C'mon. We should start heading back to Beacon. It's getting late." He said, as everyone heads off to an aircraft that'll take them home.

* * *

Somewhere in the middle of Kuo Kuana, which is currently being rebuilt, Blake is sitting by her lonesome next to a wall, thinking about everything that has transpired today until a certain someone breaks her train of thought.

"Yo, Senorita. How are ya?" Someone with a fake Mexican accent asked the faunus.

Blake looks up to see Spider-Man wearing the same gear that was given to him by his faunus fans earlier, fake mustache and everything. She chuckles for a bit after seeing his ridiculous appearance after almost dying not too long ago. "Hey Pete." She greeted him with a small smile.

"Sup, Cat." He greeted her before crouching down in front of her. "Now what would be my favorite faunus friend be doing here by her lonesome?" He asked her.

"Just…thinking. That's all." She replied, losing the smile she had earlier.

"Thinking about Adam?" Peter asked her.

"A bit, yeah. I just…" She turns her head to her side, not wanting to look at Peter in the face. "I can't believe he was planning to go so far…" She said, referencing how Adam planned on killing the current High Leader for her position over the White Fang. "I guess his heart is nothing but pure black now…" She said, with tears slowly coming out from her eyes.

"Hey, you don't really believe that, do you?" Spidey asked her.

"Huh?" Blake turns her head to his face, confused on what he's talking about.

"Come on. Don't lie. You and I both felt it when we unleashed that super-awesome combo attack at Onslaught's energy form. We both felt Magneto's and Adam's heart and soul for a split second. And while Adam's heart was definitely cramped with hatred and despair, we both felt a silver line of goodness and love in there, so there's still hope for him, even though he's a bit of a creeper and a jerk." Spidey said, as he slowly wipes the tears from Blake's eyes with his fingers. "Now, no more tears, okay? Gotta stay strong if you want to someday help deal with his inner demons. Show him and the rest of the world just how strong-willed Blake Belladonna has come over the years." He said to her, helping her up to her feet.

Blake wipes the remaining tears from her eyes and gives Peter a warm and nice smile. "Thanks…You have no idea how much that means to me." She said before giving Peter a hug, who gladly accepts it.

"Well it is the duty of a partner to help out his other partner in distress, right?" Spidey asked her.

"Right." Blake nodded in agreement. "Did you…really mean what you said before? About seeing me as family? A sister?" She asked him.

"Of course. We both care for each other, don't we?" Spidey asked her as they start walking through the town. "You help me. I help you. We argue who will have the last cookie in the cookie jar. I'm still mad about that by the way." He said, getting a laugh from Blake.

"Yeah, well, maybe next time you should be a little more focused on the next school project instead trying to play around creating a pyramid with Dust." Blake said to him.

"And I was so close to finishing it before you ruined it." Spidey said.

"Not my problem." Blake said with another chuckle, causing Peter to groan. "Again, thanks for everything…brother." She said, giving him a fist bump. "That's gonna take some time getting used to."

"Well it didn't take long for Ruby to get used to saying it. So you should try to keep up, little sis." Spidey said, annoying her a bit from what he said.

"Why am I the little one?" She asked him.

"I don't know. When's your birthday?" Spidey asked her.

"When's YOUR birthday?" Blake asked him.

"I'm not telling unless you tell me first." Spidey said, leaving Blake annoyed, causing him to laugh.

As they continue walking, Peter starts to get a serious case of a migraine and falls to his knees while trying to reduce the pain. "Peter. Are you okay?" Blake asked her friend.

"I-I'm fine…" Spidey assured her, getting up from the ground. "But this feeling. I felt it before. Back at Osborn's Castle. It's like another strand of the Great Web was severed somehow."

"That must mean Goblin infected another world with another Spider-Man with his dimensional transporter or whatever. I'm guessing that each time we defeat a Cabal member, he would punish us by infecting another world in the multiverse, fueling his power to new heights." Blake said to Spider-Man.

"I felt them…All those people on that other world, not just the Spider that was there…I felt them all change like…like I'm a part of them now or something." Spidey said while panting heavily.

"Your children…That's what Goblin said. Yours's and Osborn's DNA were used in his OZ formula, and that's what the White Fang and those people from those another worlds are infected with." Blake said, before she puts her hand onto his shoulder. "Peter…are you okay…about what Osborn told you before…?" She asked with concern, remembering how Osborn keeps referring to Peter as his 'son,' how he's the key to changing the world, and how he can't run away from his destiny.

"I'm fine, Blake…I know better not to believe whatever that lunatic spews from his mouth. I'll be okay." Spidey said, but he knows deep down, he's still unsure about everything and wonders what he should do now.

"You sure?" Blake asked him.

"Of course." Spidey replied with a happy tone. "C'mon…" He gives her a pat on the back. "Let's head back to Beacon. I need to start working on building you a new weapon that won't break like a toothpick. I should probably do the same for everyone else on the team as well."

"Alright. Thanks." Blake said with a smile as they start heading back with the others.

"That's like the third time you said that today." Spidey told her.

"What? So I can't say thanks when its needed?" Blake starts arguing with him.

"Oh no. That's not what I meant." Spidey replied back to her.

"So what do you mean?"

"I'll answer that for you tomorrow. I'm tired."

"Oh no. Don't play that excuse with me."

"Look! I almost died today! How is that an excuse?"

"You look fine to me."

"That's because I'm wearing my costume. You can't see it, but my eyes want to fall asleep."

"Uh huh. Then how about your mouth? It's as lively as ever."

"Okay. I'm outta here." Spidey starts web swinging away from Blake.

"Hey!" Blake lets out a small chuckle. "Don't you web swing away from me while I'm talking to you!" She shouted at him while chasing him down on foot.

"Lalalala! I'm not listening!" Spidey shouted back, playing with Blake as the two head back to the Blackbird to head back home.

* * *

 **Osborn's Pocket Dimension**

 **BGM-Megaman X8 OST- VS Sigma Demo**

In his throne room aboard his Neo-Oz Carrier, Osborn is with the last two remaining members of his Cabal: Ultron and Loki. He has just finished infecting another world in the multiverse, this time using that same, mysterious sapphire he held back in space. **_"And with that, Earth-90214 is now under my control. I'm surprised just how primitive and 'noir' that world was before I changed it into my own liking."_** Goblin said with a chuckle.

"If I may speak, my liege…" Loki speaks up behind his King. "Now that the Avengers and the other heroes are aware of us, what should we propose we do?" He asked the Goblin.

 ** _"_** ** _I'll admit, I wasn't expecting to come in contact with the other heroes so soon, especially on Remnant, but we'll still go according to schedule. The only thing we need to do is start to be a little more aggressive from now on."_** Goblin told his minions.

 **"** **What do you mean by that, my king?"** Ultron asked him.

 ** _"_** ** _We've already lost Oni and Magneto in such a short amount of time, and have already lost 25% of my children thanks to the Spider. We need more men to help us win this war. I wonder if I have A.I.M. and Hydra on speed dial? Maybe I should also acquire my own set of heroes as well? Yes, I like that."_** Goblin said to himself.

"Guess that means we should start expecting more company, am I right, my Lord?" Loki asked the Goblin King.

 ** _"_** ** _Hehe, yes. More and more will soon join the all-mighty family."_** Goblin told Loki.

"Great. So, sorry if I have to ask this, but what is that on your hand? I don't recall you having that before." Loki points to the mysterious gem in Goblin's right hand.

 ** _"_** ** _Oh this? This is the result of Project Tesseract that I told you before that was just finished recently. My greatest achievement yet, besides the boy. I call this one: The ISO-Oz Sapphire."_** Goblin lifts it up into the air and shows it to his remaining minions.

"Right. Forgotten about that. But didn't you say it was gonna take about a month for that thing to be completed? How come we're only seeing this now?" Loki asked him.

 **"** **The process of creating this powerful gem took a lot longer than originally hypothesized."** Ultron told Loki. **"Thankfully, with the six months during our time in the Negative Zone, along with the advanced technology of the captured world of the year 2099, we managed to succeed in the project, and we couldn't have asked for better results."**

"Like what? How come I'm the only one asking the questions here?! How powerful is this super-powered gem?!" Loki asked, slowly getting annoyed by only hearing about all of this now.

Goblin laughs at Loki for being so ignorant. **_"Let's just say…the Infinity Gauntlet has just been outranked, and the heroes have already lost."_** He said with another hysterical laughter, surprising the goblinfied Loki just how powerful this new power is that it actually surpassed the Infinity Gauntlet itself.

 **BGM Ends**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. It's only been a week and I'm stressing out again. I got classes to keep track of from both Beacon and Midtown. Therapy sessions with Cinder. And now I have to deal with Hydra and A.I.M. now for some strange reason. Yup. Just another day in life as Spider-Man. Let's see where how today ends up like.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _A Day in the Life_**

 **Ruby: I am SO gonna love trying out these new weapons! Ahaha!**

* * *

 **KFX here: Next chapter, the girls of Team RWBYP are finally getting upgraded equipment, as well as wearing their Volume 4/5 outfits from the show, but with a little twist you'll find out in the next chapter. Also, yeah, things are definitely starting to get crazy, as the next few chapters will focus on taking down the other members of the Cabal before they take on Goblin and try to prevent endgame. Will they succeed? What other heroes and villains are gonna join in on this fight? How in the world are they gonna be able to beat a Goblin who apparently has power that surpasses the Infinity Gauntlet (More details about that later down the road)? Found out more, as I hope this story finishes by the end of the year, or at the very most January. Stay tuned and find out**.


	72. Vol 3 Issue 15: A Day in the Life

_Vol 3 Issue 15: A Day in the Life_

 **New York City, Abandoned Warehouse**

Nighttime has hit the streets of New York City. Almost everyone on the streets have already left to go home and take a nap, or not want to be bothered getting kidnapped by any criminal out in the streets at night.

In an abandoned warehouse somewhere in Manhattan, a secret meeting is about to take place between three of the most sinister villainous groups in the entire world, with one of them getting their soldiers from another world.

Norman Osborn, wearing a business suit, and a couple of his infected White Fang soldiers are the last to enter the warehouse, where he meets with some members of Hydra, currently led by beautiful and dangerous Madame Viper, and some members of A.I.M., currently led by the big baby sitting on a floating chair M.O.D.O.K.

"Glad you could make it, everyone. I'm glad you received and accepted my invitation." Norman greeted the other two villains while fixing his tie.

"Just get on with it, Osborn." Viper said impatiently.

"Why have you called us here?" M.O.D.O.K. asked the King of the Goblin Nation.

"I'm proposing an alliance between our empires." Norman started talking to the two. "In case some of you aren't aware, I have recently uncovered the key in changing all of reality into my vision. I have already transformed two other worlds in the multiverse into my own liking, as you can see…" Norman projects a hologram from his phone to show the two other leaders the infected Earths from two dimensions, surprising both Viper and M.O.D.O.K. greatly. "And soon, in the next month, everything in the multiverse will be remade into whatever I desire. But, as usual, Earth's mightiest heroes are planning to interfere with my plans and have teamed up with another group of wannabe heroes from another dimension. I've already captured and infected the villainous group from that other world, as you can see, but I'm afraid that won't be enough."

"So you want us to work together with you?" Viper asked Osborn.

"Correct, Viper. Not only will Hydra and A.I.M. be paid handsomely by yours truly, you will also have control of a number of worlds, picked by your choosing. That is, IF we work together to stop the heroes and take control of the multiverse. Bring about a new age for mankind in all worlds. Be their gods. So…what do you two say?" Osborn asked the other villainous leaders about his proposal.

Both Viper and M.O.D.O.K. think about his offer for a couple of seconds before arriving at a conclusion. "You have a deal, Norman. A.I.M. will help you conquer the multiverse with our superior intellect." M.O.D.O.K. agreed to the partnership.

"Along with Hydra, since we are running low on resources after the unfortunate death of Baron von Strucker by the hands of Nick Fury." Viper also agreed to the partnership. She then puts her hand on her chin, "This 'new age' you speak of also sounds promising. I would like to see where this will lead us in the end, Osborn." She said to Norman, making him very pleased.

"Thank you, you two. With all of us working together, no one in ANY universe can stop us." Norman said, gesturing his hands to them. "By the next month, all the old worlds will burn, and forged from their fires a new world, a new age will be born for us to control and refit into our image." He said, with M.O.D.O.K. and Viper pleased by his little speech. "Now then, let's get to business. I want to start on a little experiment…" He reaches out to his pant pocket and takes out a small vial with a strange, and familiar black ooze frantically moving around inside the vial. "Starting with this little guy." He finished saying with a smile.

* * *

 **New York City, The Baxter Building (3 weeks until the Day of Reckoning)**

It's been a week since the united heroes have defeated Onslaught and saved the lives of those at Menagerie. As usual, the students of the Huntsmen Academies from Remnant are still enrolled in Avengers Academy to help better prepare themselves for the endgame against Osborn, as the madman has established that in less than a month, his plan will succeed and the multiverse will be at his grasp, starting with the destruction of Earth-616 and Remnant. All the heroes and Huntsmen are doing everything they can to prevent that, trying to find Osborn before it's too late, but to no prevail.

Meanwhile at the Baxter Building, the four smartest scientists on Earth are currently working inside Reed Richards's lab at the home of the Fantastic Four, the Baxter Building, starting with: Reed Richards of course, Tony Stark, Hank Pym, and Bruce Banner. The science brothers are currently working on some projects that might help take down Osborn once and for all.

While the scientists are quietly working in the lab, ignoring whatever banter Tony spews out to keep himself from getting bored, the wife of Mr. Fantastic, Susan Storm, walks in through the automated door, with Spider-Man and his inter-dimensional pal Ruby walks in with her. "Reed. Spidey's here, along with his friend Ruby." Sue said to her husband.

"Thank you Mrs. Richards." Ruby thanked the Invisible Woman.

"Just call me Sue." Susan told her with a smile for the little girl.

"Okay." Ruby replied with a smile of her own. As Susan leaves the lab, Ruby wanders around and marvels at all the machines and experiments that Reed have and is currently creating at the moment while Spidey walks up to the other scientists.

"Hey Dr. Richards. Did you call me?" Spidey asked Mr. Fantastic.

"Why do you get to be called doctor?" Tony asked Reed, but the elastic hero ignores his question.

"Greetings, Spider-Man. Glad you could be here." Reed greeted the Web-Slinger, stretching his head and arm from his seat to shake Peter's hand.

"So what's so important that I have to drag myself from bed for? I have a busy day today regarding Avengers Academy and my other jobs that doesn't involve getting myself killed." Spidey asked the elastic smart-man.

Reed retracts his head and arm back to his seat next to his hi-tech computer. "It's about these readings you sent me after your fight with Onslaught." He told him, showing him a screen of the complicated energy signatures that Peter scanned when Onslaught grew big a week ago.

"Yeah. I've never seen anything so complex. I thought you might figure out something since you're the smartest man on the planet." Spidey said.

"Actually, I'm the smartest man on the planet." Tony intervened while working on some blueprints for a new armor.

"Since when?" Yellowjacket asked him.

"Since I beat him in chess, like twice." Tony told him.

"I fail to see how that makes you smarter than Reed, Tony." Banner said to the playboy.

"Fact of the matter is; Reed can't beat me in chess. Therefore, I'm better." Tony said.

"Riiight…Anyways…" Reed and Spidey focus back to their original discussion, while Ruby continues to goof around in the lab while being accompanied by Mr. Fantastic's little helper robot, H.E.R.B.I.E. "These readings I'm getting at are definitely complex. It's still taking me a while to fully analyze everything about these energy signatures."

"How long will that take?" Spidey asked the genius.

"Don't know. If I have to guess, right before Osborn's endgame until the analysis is complete." Reed told him.

"Cutting it a _little_ close there, don't ya think?" Spidey asked him, not very happy about his answer.

"What I have discovered from these readings is that whatever the original energy source is, it's using a potent form of the ISO-8, with the rest of it still unclear." Reed continued. "Just a small portion can greatly power up an individual to terrifying new heights. The limits of this increase in power is still immeasurable and shows no signs of stopping, hence why Onslaught kept growing in power every second during your battle. Who knows what the full potential of this energy source could be?"

" _Perfect_." Spidey said sarcastically.

"Fortunately, we are working on a new weapon that should help us take down Osborn." Hank spoke up from his desk.

"Well, what is it?" Spidey asked Yellowjacket.

Before Yellowjacket could answer him, Ruby and H.E.R.B.I.E. comes across a small, handheld metallic device on top of a desk next to another device still in construction. She picks up the small device first. "What's this thing?" Ruby asked herself curiously, moving the device around to find the on switch.

Just then, Spidey's trusty spider-sense starts tingling. "Huh? Danger?" Peter asked himself as he looks around his area to find the danger. "But I don't see any-." He stops talking as he finds Ruby messing around with the metallic device and is about to turn it on. "RUBY! NO!" He quickly webs up and yanks the device from Ruby's hand into his.

"Huh? What's wrong?" Ruby asked him confused.

"Do you have any idea what this is?!" Spidey asked her while trying to calm his heart from having a heart attack.

"Nooo…" Ruby replied, even more confused.

Reed takes the small device from Peter's hands. "This device is called the Ultimate Nullifier: One of, if not, the strongest weapon in our entire universe. The only weapon in existence that inspires fear to Galactus: The Devourer of Worlds. The Ultimate Nullifier has the ability to completely and utterly eliminate any target the wielder chooses, and possibly the wielder themselves if their mind isn't powerful enough."

Bruce, walking up to the rest, decided to continue with the explanation. "This device has enough power to destroy multiple universes, entire time-lines from beginning to end, recreate a multiverse even. There is nothing else like it in all of existence." He told Ruby.

"Hehe, sorry." Ruby embarrassedly laughs to herself almost causing the death of reality in an instant. "So, why have something this powerful sitting on an empty desk?" She asked the scientists.

"The Ultimate Nullifier will be our last resort against Goblin if things don't work out." Tony said from his seat, still focusing on those armor blueprints.

 **BGM-Sonic Forces OST- World Map (Eggman's Control)**

"And I also wanted to study its design and create a similar weapon that won't risk destroying all of existence. Come here. Look." Reed and Hank direct Spidey and Ruby to the medium size device that was sitting next to the Ultimate Nullifier, still in early construction. "In addition to creating an inter-dimensional device that will cure all those infected by the OZ formula after we beat Goblin, me and Hank have been also thinking of ways to nullify and weaken Goblin's powers just in the small chance the cure doesn't work on him because of how much power he has in his possession."

"How?" Spidey asked the two smart guys.

"We've managed to find a weak spot in the form of the Maidens." Hank started explaining. "Even though Goblin has corrupted and control of their power, he's still not fully harmonized with them because of him still being a male, using power only designated for females. With the properties researched from the Ultimate Nullifier, and with the ISO-8 of course, we not only have a way to weaken and hurt Goblin without risking universal catastrophe, but also whatever those strange energy readings you picked up from Onslaught."

"Awesome!" Spidey said, liking the plan.

"Cool!" Ruby shared his enthusiasm.

"We're still in early construction, but hopefully we'll be done before the end of the world happens." Reed said.

"Which is like an everyday occurrence for us." Spidey said.

"But there's still the problem with our collapsing reality." Tony spoke up from his seat, finally turning around to face the other scientists and Ruby. "Even if we beat Goblin, it doesn't guarantee our reality will turn back to normal like after the final boss of a video game."

"Luckily, we're working on something that'll do just that." Bruce told Spidey and Ruby.

"You are?" Ruby asked as she and Spidey walk up to whatever the other two scientists are working on, where they see the armor blueprints that Tony and Bruce have been working on for a while. "Is that armor?" She asked Tony.

"Yup. Me and Bruce are working on armor that'll help fix our reality. We're calling this baby: the ISO-Chaos Armor." Tony told the kids.

"ISO-Chaos Armor?" Both Spidey and Ruby asked at the same time.

"That's what I said." Tony replied.

"Okay. So, judging from the name, this armor will be powered by the ISO-8, but what's the chaos stuff all about?" Spidey asked the science bros.

"You remember those chaos emeralds from your friend Sonic's world, right?" Bruce asked Spidey.

"Seven magic gems of unlimited power that could warp time and space and could destroy the whole universe in the wrong hands? Well, duh, of course I remember them. Me and Sonic did use them to defeat Octavius and Eggman during the last inter-dimensional crisis, remember? Why are they important?" Spidey replied.

"Well, after your battle against those idiots, your friend, Tails, allowed me to study the chaos emeralds before he left." Tony answered him. "He once told me that he created a 'Fake Emerald' to sabotage the Eclipse Cannon back on Mobius. Said that while the fake emerald shared the same wavelengths and properties to a real chaos emerald, they aren't as powerful as the original. Luckily, with the ISO-8, we can make our own artificial 'ISO-Chaos Emeralds,' or ISO Emeralds for short, that are exactly, if not, MORE powerful than the originals and power up this new armor." He said, surprising Spidey and slightly surprising Ruby, since the latter has never seen and heard much about the Chaos Emeralds before.

"If we're right, this armor will be MUCH stronger than the ISO-Emperor robot, and should have enough power to warp time and space and fix all of reality with a single use of an ISO-powered chaos control." Bruce finished explaining the armor to the kids.

"As you can see, we're still very early in development, but once this baby's done, Goblin's toast and reality is saved thanks to science once again." Tony said, casually relaxing and leaning on his chair.

"Awesome! I can't believe you guys can build stuff this powerful and incredible!" Ruby said excitedly.

"Well these four are the smartest men on the planet. Heck, Tony here is currently creating armor to take down Galactus." Spidey told his small friend. "I wouldn't be surprised if he creates armor to take down the Phoenix Force."

"Oh, I am! I'm only about 15% done with that one." Tony replied while focusing on his work.

 **BGM**

"See? What did I tell-?" Before Spidey could finish that sentence, another catastrophic Reality Storm shakes all of reality again, with the ground rumbling and people outside at the streets below getting terrified.

"Don't panic!" Reed assured everyone while they hang onto something. "This tower can withstand any kind of earthquake! The tremors should quell in a few more seconds according to my calculations!" And just like he predicted, the reality storm has quelled, and everything is back to normal, almost.

"Is everyone alright?" Hank asked everyone in the room, with Spidey helping Ruby from to her feet. "Good."

Just then, H.E.R.B.I.E. frantically rolls up his wheels and hurries to Mr. Fantastic's side. "What's wrong, H.E.R.B.I.E.?" He asked his little helper robot.

 **"** **Incoming call from Director Fury and General Ironwood!"** He told him.

"Put them on screen." Reed instructed him, with a holographic monitor popping up in mid-air, with Nick Fury's and James Ironwood's faces on-screen. "Gentlemen. What seems to be the problem?" Reed asked them.

 _"_ _This is the problem."_ Fury answered him, showing the scientists, and Ruby, a live satellite feed of the tropical region at the Antarctica called the Savage Land, where actual dinosaurs still exist, floating in mid-air, as it just broke apart from the Earth itself, with the core of the planet can be seen from the video screen.

"Is that the Savage Land floating in mid-air?" Peter asked the Director.

 _"_ _It's not just the Savage Land. Take a look at this."_ Ironwood shows them another live video feed, this time with the entire continent of Anima, where the Kingdom of Mistral is located, is also floating in mid-air, broken apart from the planet Remnant itself.

"That's Anima! How is it floating in mid-air like that?!" Ruby asked the two military officers.

 _"_ _It's not just these two. According to S.W.O.R.D., multiple parts of planets throughout our universes are experiencing the same phenomenon."_ Fury informed the people inside Reed's lab.

"Possibly because of that recent reality shake a few seconds ago. This is bad." Tony said.

 _"_ _Indeed. Every single day, more and more of reality is slowly starting to become unstable."_ Ironwood told them.

"Guess even with the Reactive ISO-8, not even the Master Weaver can keep this up with the Great Web forever." Spidey said, remembering how thanks to the efforts of Madame Web, Akuma, and Raven managed to snag an ISO-8 to help the Great Web stabilize for at least a little longer until they could stop Goblin.

 _"_ _We have agents already on each site to help any civilians that got caught up in the split."_ Fury informed them.

 _"_ _We're also getting reports that the villainous groups known as Hydra and A.I.M. are apparently working together and are on the move somewhere in New Jersey."_ Ironwood told them.

"I know who Hydra is according to Cap, but who are A.I.M.?" Ruby asked Spidey.

"Just some crazy scientists led by a big baby on a chair that wants to take over the world using science or whatever." Spidey gave her a decent explanation about A.I.M. to Ruby.

"Wha…?" Ruby asked him, having hard time believing what he's saying about a 'big baby on a chair' being the leader of a hi-tech organization.

"My question is: Why is Hydra and A.I.M. working together, and why now show up of all days?" Hank Pym ponders to himself about this sudden revelation.

Using the nano-machines that were used for his armor, Tony quickly suits up into his Bleeding Edge Armor. **"Let's go ask them ourselves. This could even be good practice for the kids from the academy."** Tony said, wanting to have the students from Avengers Academy to take down some Hydra and A.I.M. butt.

"While you and the other Avengers do that, the Fantastic Four and some other heroes and Huntsmen will assist in rescue patrol at both the Savage Land and Anima." Reed said.

"Oo! Oo! Can we come? Can we come?" Ruby excitedly asked the other heroes if Team RWBYP could help out as well.

 **"** **Not today, kid. You and your team already had your fun with Onslaught a week ago. Let other people have some fun in the sunlight, huh?"** Tony asked Ruby, discouraging her.

"Okay…" She said, a bit sad.

 **"** **Besides, isn't Spidey here supposed to give you and your friends your new equipment today?"** Tony asked them.

"Really?!" Ruby asked Spidey, immediately gaining her excitement back.

"Oh yeah. Almost forgot." Spidey said with a chuckle. "C'mon, Rubes. Gather everyone else and tell them to meet me at my office in the next hour, okay?" He asked her.

"Yes, sir!" Ruby said as the two of them walk out from the lab.

* * *

 **One hour later at Avengers Mansion**

While most of the heroes and Huntsmen are helping people who got caught in their continent getting split from the planet, the girls of Team RWBYP are back at Avengers Mansion to go pick up their new equipment from Peter.

"You mean to tell me we were just SECONDS away before you activated a device that would've wiped out our universes?!" Weiss annoyingly asked Ruby as they get closer to Peter's office/lab.

"I didn't know they had something like that!" Ruby defended herself.

"What did you expect when walking in the lab of the world's smartest scientist?" Blake asked her leader.

"Really cool weapons and gadgets?" Ruby replied, getting a mean glare and growl from both Blake and Weiss.

"Isn't that why we're visiting Peter for? To get new weapons and gadgets?" Yang asked her teammates. "I wonder what he built for us?" She asked herself.

"I hope it's something cool!" Ruby excitedly said as they knock and open Peter's door, where they see the red-and-blue hero mopping up his lab, starting from the ceiling. "Hey Pete!" She greeted Peter, with none of the girls fazed by him on the ceiling as they're used to it by now.

"Finally!" Spidey jumped down from the ceiling with his mop in hand. "I was wondering when you girls were gonna show up. I got bored waiting and decided to do a little spring cleaning. Come. Let me show you what I got." He directs the girls to a wide desk, where they see four very familiar weapons with a futuristic design waiting for them.

"These new weapons are based off your old ones, now completely powered and infused thanks to the ISO-8. Different from your old guns, these new weapons can shoot bullets of compressed solar energy, and has an energy amplifier that can charge up to release a bigger, more powerful plasma shot. Even if you're in a dark area, there should be enough for a secondary supply where collecting solar energy is impossible thanks to the ISO-8." Spidey started giving an overview of his teammates new weapons, projecting a holographic monitor in mid-air to show them the dozens of new special ammo they could use.

The girls are absolutely stunned at all the different special ammo their new weapons can shoot out, most notably Ruby, who is already drooling from her mouth. "These special ammos were courtesy from one of Earth's inter-dimensional allies named Zero." Peter informed them.

"Zero?" Weiss asked, still looking at the list of special weapons in shock, along with the other girls.

"Just an advanced robot from another dimension that helped us with Galactus a while back. Before he left, he was kind enough to give Tony an entire list of the different special ammo he and his other robot pal, X, used to battle some evil virus bald robot." Spidey answered for her.

"Double Cyclone, Homing Torpedo, Gravity Well…" Yang started listing off some of the ammo from the list.

"Dark Hold! There's an attack that can stop TIME ITSELF?!" Weiss asked, surprised that an attack like that even exist.

"Are you seriously that surprised after everything we've been through? Anyways, let's move on to your weapons, shall we?" Spidey asked, taking the more futuristic, sleek, neon red Crescent Rose from the desk and gives it to Ruby, who stops drooling the moment she gets a hold of her scythe and immediately starts loving the new design. "Thanks to the ISO-8, your new ISO-Crescent Rose can form an energy scythe that can cut through almost anything."

"Really?!" Ruby asked, pressing a button on her weapon to light up her scythe with a vibrant red color. "Coooooool!" She said in awe.

"That's not all! There's also a secondary energy scythe that can form from the other end, and with the press of a button, the weapon itself can split into two, giving you dual-wield energy scythes." Spidey informed Ruby, who does just that and now, in both hand, has two, smaller energy scythes for her to use.

"Woooow!" Ruby said, even more amazed than she was before.

After that was done, Peter picks up a redesigned version of Weiss' rapier, the Myrtenaster, with it also having a more futuristic look, with part of the hilt glowing. "Now here's the second one: the ISO-Myrtenaster." He said, giving it to Weiss, who gladly accepts it to her hands. "Like Ruby's, your rapier can not only form into an energy saber, but the weapon itself can instantly transform into a lance."

"Seriously?!" Weiss asked surprised, and with the touch of a button, the blue, energy rapier transforms in a blue, energy lance. The heiress tries out the lance for a short minute, stabbing the air multiple times, use a small bit of the ISO-Dust to try out small fire and ice attacks, and twirling it around to get a good feel for it. "Not bad. I'm impressed." She said to Spidey with a smile.

"Aren't you always impressed by what I do?" Spidey asked her, getting an angry growl from the heiress as a response. The Webhead ignores her and grabs a futuristic, redesigned version of Blake's main weapon, the Gambol Shroud, now sporting a styling black/white color scheme.

"Let me guess: it's called the ISO-Gambol Shroud?" Blake asked Spidey with a smirk on her face.

"How did you know?" Spidey asked her, honestly a bit surprised that she got the name right on her first try.

"Lucky guess." She said before taking the weapons from Peter's hand. "So I take it I now have an energy blade of my own, correct?" She asked Peter, unsheathing her weapon to reveal a black saber, which leaves her at awe over its design.

"You're getting good." Spidey said before pressing a button on her energy katana's hilt, which loosens her blade and form into a black/white rod, held together by several energy chain link. "But I bet you didn't expect the chain rod I added for you, which, thanks to the ISO-Dust, now has like electric, fire, ice, whatever properties that can prove more useful than your standard ribbons, huh?" He asked her.

"Nope." Blake shakes her head, testing out her new chain rod in the lab, just as Peter heads over to pick up Yang's third weapon upgrade for her Ember Celica, with little changes in aesthetics except looking more hi-tech like the others and a little sleeker.

"This is the second time I have to upgrade your gauntlets, ya know." Peter said to Yang as he hands her upgraded gauntlets to his girlfriend.

"Well, it wouldn't be fair if everyone gets ISO-powered equipment except for me." Yang said, equipping her new gauntlets to her arms. "So what can the ISO-Ember Celica do?" She asked.

"In addition to the repulsors and energy shield I created for you before, your new gauntlets can form a pair of energy tonfas which are best for rapid fire attacks and can allow you to drill through a line of enemy forces with ease." Peter informed her just as she presses a button that forms golden yellow energy tonfas from her gauntlets.

"Nice." Yang said as Spidey gets closer to her.

"And look what else I gave you." Peter presses another button on her gauntlets, where Yang's entire body except for her face and hair is then surrounded by a golden, sleek, non-bulky holographic energy armor, with the design sharing some resemblance to Iron Man's Hulkbuster (A combination between Model 31 from the comics and the Hulkbuster from the MCU).

"Woah…" Ruby and the other two girls look at Yang's new holographic armor in awe.

"What the…" Yang questions what she is wearing while checking out her new armor.

"Like it? It's your very own, on-the-road, sleek Hulkbuster armor. It's called the Hard-Light Armor. A holographic brawler type armor made of pure ISO-8 energy, designed by both me and Tony Stark." Peter informed her on her new armor. "This armor not only enhances your strength and durability, it can allow you to manifest an arm cannon, and also allows you to be more in-tuned and focused with your Aura and Semblance, making you even more powerful than ever. Only downside is that when fully charged, it can only be used for five minutes, so only use it as a last resort."

"It's perfect!" Yang happily hugs Spidey while wearing the armor, crushing his spines and ribs while she does so.

"I knew…this was…a bad idea…" Peter said while being crushed to death, mustering the strength he needs to break free from Yang's grip, only to find himself hugged by Ruby, Blake, and Weiss for giving them their upgraded weapons. "Oh come on…You girls are doing this on purpose…" He said as they let him go.

"Maaybee." Weiss said with a sly smile.

"Thanks for the weapons, Pete." Blake thanked him with a smile of her own.

"They're so cool!" Ruby excitedly fist bump the air.

"But I haven't even shown you your new outfits yet!" Spidey told them.

"Outfits?!" The girls asked in unison, wondering what he's talking about.

* * *

 **A few minutes later**

After getting surprised that they were getting new outfits, the girls of Team RWBYP put on the clothes that Peter made for them and show them off to the webhead:

Ruby's new outfit still sports the black and red color scheme, but she now has a white high-neck decolletage blouse, her waist cincher has been replaced with an overbust corset, a black belt bordered in red holds the magnetic clip for ISO-Crescent Rose and its ammunition. She also has brown straps on her blouse that allow her to wear a small brown backpack. In lieu of her usual full black stockings, Ruby wears thigh-high stockings reaching to a few inches below the hem of her skirt, decorated by an image of a long-stemmed rose. Her red-soled black boots contain four straps and buckles apiece.

Her cloak has a singular clip on the right shoulder in the shape of her emblem, replacing the cross-shaped clips from her original attire. Both the cloak and the stockings show tears from hard wear.

Weiss' new outfit design includes a short, glittering dress with a color gradation of blue to pale blue at the hem, a sweetheart neckline, and a white, tulle petticoat. A white ribbon is wrapped multiple times around her waist, and over the outfit is worn a slightly sheer long-sleeved blue shrug fastened at the collar with a large sapphire broach that has three pendants dangling from it. Printed on the back of the shrug is the Schnee Crest. Completing her attire are dark blue wedge heels and sapphire drop earrings.

Blake's new design features a long white coat with dark gray lining and a sleeveless black crop top. The crop top has rectangular and diamond shaped cutouts around the neckline. Additionally, she wears a white belt over black fitted pants.

Across her torso is a diagonal strap that contains a smaller magnetic clip used to sheathe Gambol Shroud. She wears thigh-high black heeled boots with gold-colored edging around the top. The left boot has a belt wrapped twice around the thigh. Each boot bears her belladonna emblem in white on the outer side of the thigh, and a white pouch is attached to the back of her belt.

Last, but not least, Yang's new outfit includes a tan jacket with orange lining and gold edging, unzipped halfway to show an orange crop top. The coat has darker brown short sleeves, a thick collar that completely encircles her neck, and two long gold-trimmed rectangular tails. Around her hips and over the tails of her coat is a brown belt, which has two pieces of dark brown material trimmed in gold attached to it. The first covers from her left hip to the back of the belt and is folded over the belt, and the second is attached from the right hip and almost around to the other piece of material.

She wears knee high brown boots with gold caps on the heel and toe, with the heel cap attaching to a gold strap across the front of her ankle, and a gold zipper on the upper half of the front of the boots. A single small buckled strap is on the upper outside of her boots, and a purple bandana tied around her left knee. A pair of black fingerless gloves with long brown cuffs reaching to mid forearm complete the outfit.

Spidey whistled over their new designs on how impressive they are. "Wow. Would you look at that? They actually look really good on you."

"I know, right?" Ruby asked while checking out her new look.

"For a second I thought you would make me look ridiculous, but I'm surprised on how good of a designer you are." Weiss complemented Peter.

"Well, I DID design my costume, remember?" Spidey reminded her.

"The fabric used for these clothes are amazing. What did you use to make these?" Blake asked Peter.

"These aren't just your ordinary fabric. Not only are they powered by an A and E-ISO to enhanced your skills like Ruby's speed, Weiss' glyphs, Blake's clones, and Yang's strength, it's also made of a synthetic material called Unstable Molecules created by Dr. Richards that he allowed me to use for you girls." Peter informed them on the material used for their new clothes.

"Unstable? Isn't that, if I recall, bad?" Yang asked Peter.

"Don't worry. Despite the name, they're perfectly fine, since the clothing that the Fantastic Four wear also use Unstable Molecules." Peter assured them that their new clothing, despite the name, are perfectly safe. "Your new clothes can be altered easily and adapt to any environment, allowing them to be incredibly resilient to drastic changes in heat, cold, pressure, density, dirt, you name it. The suit is also fireproof, it instantly repairs itself if a tear is present, and it can never get dirty, always having that new clothing smell 24/7." He said.

The girls are absolutely astonished at how amazing their new clothing are, especially Weiss, who squeals like a little girl over the fact her clothes could never get dirty again. "Oh! This is something I've always wanted! Dirty-less and instant repairable clothes, especially during combat! It's like a dream come true!" She said, so happy.

"It gets better. Because the molecules you're using are part of the third generation, you can mentally change your costume's coloring and all-around appearance." Peter informed them of their clothes other abilities.

"WHAT?! SERIOUSLY?!" The girls all asked in unison.

"Hmm-mmm." Peter nodded to them. "Try it out." He instructed them to do.

Using her mind, and concentrating really hard, Ruby was able to switch from her new design back to her old outfit. "Hey! It worked! It's not even that hard to do!" She said excitedly, using her mind to switch back to her newer design, while also forming a red headpiece that's similar in design to Scarlet Witch's and a red ski mask for her eyes. "Hey. Check it out. I'm the Scarlet Rose! What do you all think?" She asked her friends on her own superhero costume.

"Great look, sis." Yang gave her a thumbs up before getting a brilliant idea. "Hey! I just got an awesome idea!"

"Oh no!" Peter and the other girls said in unison, never liking whenever Yang said that.

"How about we form out very own superhero costumes?" Yang suggested to her teammates. "Since we're in a new dimension filled with superheroes, we might as well join the current style of clothing and save the world looking all cool and stuff. It's a great idea."

"That's not a bad idea. I guess we might." Blake agreed with the idea, with Weiss next to her nodding to the idea as well.

Using the Unstable Molecules embedded to her clothing, Weiss changes her clothes to match the same design as Doctor Strange's clothes (or more specifically his MCU look while the character in this story has his classic look), wearing a crystalized white sash, a blue cloak, a white crown and a crystalized blue ski mask. She sighed, not liking what she's about to say, "I know I'm gonna regret this, but in this costume, you can now call me: The Ice Queen." She poses with her new rapier in hand.

"And with that, we've finally come full circle." Peter said with a smile.

"We're so proud." Yang said, shedding a single tear before wiping it away with a finger.

With her Unstable Molecule clothes, Blake changed her appearance to another black-looking costume, this time with white stripes all around her suit, giving her a more feline appearance similar to the likes of the cat thief, Black Cat, and also form a black ski mask to cover her eyes. "My name's gonna be hard to choose since Shadowcat and Black Cat are already taken." She said.

"How about Catwoman?" Peter suggested.

"I'm pretty sure that name's already taken." Blake replied.

"It is?"

"In another dimension, probably."

Peter scratches his head to think of a new superhero name for her. "Okay…Oo! How about: Black Tiger?" He asked her if she likes the name.

Blake simply shrugged from the suggested name. "Okay. I guess the name fits."

Peter slowly turns around to see what Yang will be wearing as her superhero costume. "Okay, and how about you Yang? What are you gonna-?" He fully turns around to see her without her coat, wearing a golden ski mask, and wearing a silver tiara that Luke Cage seemed to wore before. "Oh. I see you've already chose your costume." He said to her.

"Yup. Since Luke Cage used to be called Power Man, I'm gonna call myself: Power Woman." Yang said with a smile.

"And with that, the ridiculous name choosing is over." Peter said to his new, superhero/Huntresses friends. "So, how about we test out your new equipment, shall we? I think I know the perfect guinea pigs who's gonna help us." He said with a smile on his face.

* * *

 **Ocean Docks at the edge of Manhattan**

At the docks filled with hundreds of ship containers, warehouses, and ships themselves, there are four, funny looking individuals that are snooping around the area, with a guy holding a crowbar leading them. Their snooping leads them to a Stark Industries ship that's filled with the latest in Stark Tech. The one holding a wrecking ball easily beats some of the guards protecting the shipment, while the one wearing a steel helmet and the man with blond hair takes care of the rest of the weaklings while the man with the crowbar opens up a crate filled with prototype, mini Arc Reactors.

The man with the crowbar laughs. "I bet with these babies we can make a fortune in the black market." He laughs again. "Look out, world! The Wrecking Crew are gonna live like kings!"

"In those outfits? I don't think so!"

The Wrecking Crew turns their heads around to find Spider-Man sitting on top of an empty ship container eating popcorn for some reason. "Spider-Man!" Wrecker recognized the bugman. "What are you doing here?"

"Watching you guys while I'm eating popcorn." Spidey replied, taking another bite from his popcorn.

The Wrecking Crew are confused by what he said. "Seriously? You're not going to fight us?" Thunderball asked him.

"I'm not. But they are." Spidey points to his friends over at Team RWBYP now appearing on the scene, wearing their new superhero costumes and making a superhero landing in front of the Wrecking Crew. "Yay. You girls got the superhero landing down. I'm proud." Spidey congratulated them with his clapping.

"Heh! Little girls. You're sending little girls to fight us?" Piledriver asked while acting so confident. "Please. I can beat these four even in my sleep."

"You four look ridiculous. Who are you anyways?" Bulldozer asked the girls.

"We're the Defenders! I'm Scarlet Rose, and these are my teammates: Ice Queen, Black Tiger, and Power Woman!" Ruby, in her Scarlet Rose costume, introduced themselves to the villains.

"Defenders? I thought those guys with Doctor Strange were the Defenders. Not these chumps." Wrecker said.

"Okay. How about the New Defenders then? Is that okay with you?" Scarlet Rose asked the villains.

"Are you seriously asking the opinion of a supervillain?" Ice Queen asked her leader.

"Maybe."

"We're not gonna let you four get away with those Arc Reactors!" Black Tiger told the villains.

"Hmph. And you four think you can stop us?" Thunderball asked the girls.

"Well, duh. You guys don't look so tough." Power Woman mocked them.

"You better watch what you say, missy. We went toe-to-toe with Thor once! A couple of wannabe superheroes can't hope to stop us! I give it five minutes before we totally pulverize you!" Wrecker gloated while messing around with his crowbar.

"And while you morons get pulverized, Spidey's here gonna continue enjoying the show." Power Woman said, pointing to a popcorn-eating Spider-Man, who casually waves at the villains before going back to his snack.

Wrecker starts to get irritated by their attitude. "You dare mock us?!"

"Well, duh!" All four girls said in unison, further irritating the Wrecker and his crew.

"Can't wait to hear you girls scream for mercy once we pound you!" Wrecker said.

"Yeah, yeah, whatever." Scarlet Rose said, not taking his threat very seriously. She points her energy scythe directly at the villains. "Alright! DEFENDERS ASSEMBLE! I've always wanted to say that." She said with glee before she and the other girls charge at the wreckers.

 **BGM-Spider-Man 2 Game OST- Ka-Boom**

First up to bat between the New Defenders and the Wrecking Crew is a fight between Power Woman (Yang) and Bulldozer. Helmethead laughs to see his opponent is a blond with a bad hair due and trying to act tough. "You don't look so tough." He taunted her.

"Wow. I'm surprised you can actually see through that helmet to get an _inaccurate_ description of me." Yang mocked the villain, already irritating him. "Here. Let me loosen it up for you." She said with a smirk, getting into fighting formation and manifesting her energy tonfas from her new gauntlets.

Bulldozer immediately starts charging at Power Woman with a head-butt, with Yang easily jumping over his head before using her tonfas to form a drill and pound him from the head and to the ground, creating a crater in the process. "Had enough?" She mocked him after landing on the ground.

"Heh. Yeah right!" Bulldozer said, getting his head off from the ground and goes for hand-to-hand against Yang, clashing with her fists blow for blow. Before Bulldozer could land a punch to her face, Yang quickly activates the Hard-Light Armor from her gauntlets and easily catch his punch.

With the helmet villain stunned that she was able to catch a powerful punch like that, Yang takes this opportunity to punch him in the gut before knocking him out with a plasma shot from her right arm cannon that she manifested from her energy armor. "I could definitely get used to this." She said while standing above the defeated villain.

* * *

Meanwhile with Black Tiger (Blake), she is having a bit of a tough time taking on Thunderball, who keeps on throwing his heavy wrecking ball at her, with Tiger jumping from container to container to dodge the attacks.

"If you keep on dodging, how else can you beat me?" Thunderball asked the cat while she continues dodging him.

"Like this!"

"Huh?!" Before Thunderball could fully turn around, he is knocked down to the ground by a black saber coming from Black Tiger surprisingly. "What the?! How did you get behind me?! You were right in front of me earlier!" Before he could get an answer, someone uses his head as a stepping stool, knocking him back down to the ground. As he gets up again, he sees two Black Tigers standing in front of him. "Am I seeing double?" He asked them.

"Yes." The two Black Tigers said together. Thanks to the ISO-8 used for her new costume, Blake's Semblance can now create tangible clones, similar to Peter's own clones with his powers, and can now stay in form for a good while, helping her with team attacks between herself.

Thunderball growls and throws his wrecking ball at the twin tigers, only for one of them to cut the chain with their black energy chain rod, disconnecting the ball from the chain. "Oh this is bad." The villain said, now completely defenseless.

"Indeed." One of the Black Tigers said, using her new special ammo from her gun: Spinning Blade, which fires two saw-like blades at Thunderball, knocking him unconscious.

* * *

Ice Queen (Weiss) is able to go head-to-head with Piledriver and his super strength, using her new energy lance to battle the foe, actually getting results and hurting the baddie. "Okay. That one actually hurt." He said before punching Weiss across the shipyard. "But I bet that hurt like hell!"

As Piledriver roars and charges his way to the Ice Queen, she quickly activates Dark Hold, freezing all of time around her, including Piledriver, keeping him still. With her enemy stuck in time, Weiss creates a green glyph from her rapier, "Bolts of Balthakk!" She shouted a magic spell that she learned from Doctor Strange and attacks the frozen Piledriver with a powerful beam, knocking him out of the Dark Hold and defeating him.

"Never mess with the Ice Queen again, buddy." Weiss said to the defeated villain.

* * *

Last but not least, Scarlet Rose(Ruby) is probably the only one having trouble fighting her baddy, which so happens to be Wrecker, with her energy scythe and his magically enhanced crowbar clashing with each other multiple times. "I told you before girly! I fought and beaten Thor once! Your little toy can't possibly beat-!" Before he could continue with his taunt, Ruby attacks him with the energy scythe from the other end of her Crescent Rose, dazing him a bit.

"I'm sorry! What were you saying?" Ruby taunted him before using her enhanced speed thanks to her clothing to rapidly attack Wrecker from all sides at blinding speeds. "C'mon! Speak up! I can't hear you! Is this really your best? You are as slow as a snail! Wow you're pathetic!" She continuously taunted Wrecker, something that she picked up after hanging out with Spider-Man for so long, before knocking him away with her dual-wielding scythes, charging up a huge plasma shot from both scythes, and fires them at the Wrecker, finally defeating him.

"And with that: The Wrecker just got wrecked!" Ruby joked, mostly definitely getting that trait from Spider-Man, who was watching the entire battle unfold from the comforts of his web chair while eating popcorn.

 **BGM Ends**

The girls of the New Defenders meet up with each other and their defeated opponents. "How much time did that take Spidey?" Ruby asked Spider-Man.

"3 minutes! I'm impressed! You girls are doing better than I thought with those weapons!" Spidey told them as he hops down from the container to meet with his friends. "Okay. Let's wrap these guys up and-." Before he could finish, Spidey is suddenly grabbed by the throat by familiar looking black tentacles and dragged across the shipyard.

"SPIDEY!" The girls shouted as they make their way to his rescue.

Spidey is repeatedly smacked to the ground and ship containers before being thrown to the ground in pain. "Uh…This feels familiar. No spider-sense. Black tentacles." He said as he gets up from the ground to face his old, monstrous foe. "Eddie Brock! So it's you!" He said, recognizing his black nemesis.

 ** _"_** ** _Eddie isn't here right now!"_** Venom said, extending his arm to throw a punch at Spider-Man. **_"There is only Venom! And this…is only the beginning, Parker!"_** He said as he slowly walks up to the dazed Spider-Man.

 _'_ _Wait. Something about this Venom is different.'_ Peter's Spider Other, Ero, informed him in his mind.

"Different? What are you talking about?" Peter asked his other.

Before Venom could attack, he is assaulted by a barrage of fire bullets, weakening his symbiote. "Hold it right there, Venom!" The Scarlet Rose shouted as she and her teammates surround the crazed villain.

 ** _"_** ** _What's this? The Spider's fan club? How precious."_** Venom said with a chuckle.

"We've beaten you before, Venom! We can do it again!" Black Tiger said to Venom, which confuses him for a bit.

 ** _"_** ** _Again? We've never met you in our lives."_** Venom said, saying that he never met the girls before, which confuses Spider-Man for a bit before he slowly starts to understand what's going on.

"You tried to eat me!" Power Woman shouted, remembering how back on Remnant, Venom tried to eat her but failed.

 ** _"_** ** _We've certainly would've remember that."_** Venom joked.

"Stop playing dumb, Venom." Ice Queen said.

"He's not." Spidey spoke up, walking up to the rest of them.

"What do you mean?" Scarlet Rose asked him.

"This Venom's the real deal. Ero said something about this one's 'soul' being different from the LMD we fought back on Remnant. This one's the original." Spidey told his friends and Venom.

 ** _"_** ** _Ero? Soul? Remnant? What in the world are you talking?"_** Venom asked Peter.

"Long story. My question is: What are you doing here? Last time I checked, you were IN PRISON." Spidey asked his many-teeth enemy.

 ** _"_** ** _Simple. We broke out."_** Venom said with a chuckle, making Peter face palm. **_"More importantly, the reason we broke out was to find the maniac that took a piece of us while we were imprisoned."_** He informed Spider-Man the New Defenders.

"That maniac must be Norman Osborn." Blake told him.

 ** _"_** ** _Goblin?"_** Venom asked her, receiving a nod from the cat.

"Somehow he stole a piece of your symbiote DNA and created a LMD clone that we had to face back on our world." She told him.

Venom snarled in anger. **_"So, it was Goblin who stole a piece of our other, and now he plans on making more of our own."_** He said, confusing the heroes on that last part.

"Wait-Wait-Wait! More? You mean more symbiotes?" Spider-Man asked his hated foe.

Venom nodded. **_"We can faintly feel it. Osborn is experimenting with the piece he stole from us and plans to create more symbiotes under his control. He must be stopped and PAY for using us."_**

"Awesome. So how about we team up and stop him together?" Ruby suggested, shocking everyone, including Venom.

"Team up?!" Yang shouted.

"With him?!" Weiss pointed to Venom.

"Nuh-uh! No! No way! We are NOT working with this guy!" Spidey shouted as he walks up to Ruby.

"Why not?" She asked him.

"Venom doesn't want to help! He wants to eat us ALIVE! Mostly me!" Spidey argued with her.

 ** _"_** ** _We can't help it if you smell delicious."_** Venom said with a laugh. **_"And besides, who was it that came to OUR help to take down Carnage before?"_** He asked the Wall-Crawler up to his face.

"Who was it that planned to betray me after we defeated Carnage?" Spidey asked him up close to his face, with the two rivals growling at each other's faces before Yang separates them from one another.

"Okay! That's enough out of you two! Gosh." She said to them.

"Why can't you guys work together? Didn't you say he was your 'bro' before?" Ruby asked Spidey, remembering how he said that back at Osborn's castle.

"I said that? Must've slipped out. I mean yeah, we were childhood friends, but even if I agreed we should work together, Venom won't. He hates me for life." Spidey told her.

 ** _"_** ** _If the girl said we should team up, then we don't see what the big deal is."_** Venom said, shocking Spider-Man that he easily accepted her offer.

"WHAT?!" Spidey shouted.

 ** _"_** ** _We hate mostly you, Spider. Everyone else is innocent, especially such a sweet, kind little girl like this one."_** Venom said, making Ruby smile.

"WHAT?!"

Venom laugh at his shocked state. **_"And we're also doing this just to piss you off and see that pathetic look on your face."_** He said with a grin, showing his monstrous teeth.

"For the third time! WHAT?!"

 ** _"_** ** _If there's anyone that's going to kill you, it's us. We'll prove to Goblin that WE are Spider-Man's greatest foe!"_** Venom said with a laugh while sticking out his creepy tongue. He shoots his webbing from his forearm and attach it to a nearby pole. **_"We'll try to find any leads on where the other symbiotes are ALONE. I don't want to be anywhere close to the Spider right now. See ya."_** He waved at them before he web swings away from the docks, leaving the superhero girls and a still stunned Spider-Man by themselves.

"It's gonna be one of those days, is it?" Spidey asked himself while shaking his head.

"I can't seem to figure you out, Ruby." The Ice Queen Weiss said to the Scarlet Rose. "You SOMEHOW convinced a crazed psychopath to work with us with little trouble."

"It's because I'm sweet, innocent, and kind like Venom said." Ruby said with a smile, causing Weiss to sigh on how ridiculous that sounds.

"Whatever the case may be, we need to find those other symbiotes and destroy them. It's already bad enough we have to deal with goblins and robots." Black Tiger Blake said to them.

"But first, let's deliver the 'Wrecked' Crew to SHIELD before we begin the investigation." Power Woman Yang reminded them of their defeated foes.

"You four can take care of that. My day is already packed as it is." Spidey told them.

"How so?" Ruby asked him.

"I have to go pay a visit to all four Avengers campuses to see how the other students are doing. Then I have to attend some afternoon classes at Midtown to make up for my missing lectures. Help Cinder with her therapy. And finally go to the Daily Bugle and get yelled out by Jameson again." Spidey informed his friends of how busy his entire day is gonna be like.

"Wow. Sounds like you have your hands full." Blake said.

"Just another, regular day in my life." Spidey said before attaching a web line to a light pole. "See ya."

"Bye!" The girls waved at him before the hero swings away to start on his busy day.

* * *

 **Two hours later at Avengers Mansion**

After visiting the other three campuses of Avengers Academy, Spidey makes his last stop back at the mansion to check on the students' afternoon training routine, which involves playing a game on who can destroy the most LMDs in the given time limit.

"Keep working, guys! You can do it! Don't give up! Just keep on pushing! Don't hold anything back!" Spidey encouraged the students from inside the hi-tech balcony room.

"Sounds like someone is getting the hang of things as Headmaster."

Spidey turns around to see Professor Ozpin, holding his coffee mug, walking up to him with his cane. "Hey, Oz. Yeah. This job is getting a little easier. I am glad to have Hank Pym and General Ironwood to help me out, otherwise I would go insane right about now." Before they could continue talking, Peter's Webware rings to alert him to go to Midtown High. "And now I'm heading to Midtown. See ya, old timer." He said, web swinging past Ozpin while he drinks from his mug.

"Hmph." Ozpin smiled. "Peter Parker. For all these centuries, I have never met a kid who's as remarkable or as enduring as you." He said to himself, commenting on Peter's high spirits and his ability to multi-task stressing tasks while keeping level-headed.

* * *

 **Another two hours later at Midtown High**

After making up some lectures, homework and tests he missed because of his time as Spider-Man and as a Beacon student, a slightly tired Peter Parker walks out of the doors of Midtown alone since it's well passed the time the other students have already left.

"Hey tiger."

Peter looks in front of him to find Mary Jane waiting for him outside after class. "Hey MJ." He greeted his ex-girlfriend.

"Busy day, huh?" MJ asked the hidden vigilante

"So far, yeah." Peter replied as he then receives another alert from his Webware. "And it's gonna be even busier. Got to go to Remnant to give an emo, moody girl with a bad haircut some more therapy. I'll see ya later." He said as he runs off, leaving MJ by her lonesome, but she doesn't seem to bother by it, since this is pretty much a normal thing for her.

"I feel so bad for that girl that has to listen to his yapping for a couple of hours." MJ said with a smile before she chuckles to herself.

* * *

 **An hour and a half later at the Vale Hospital in Remnant**

Spider-Man continues his regular, every day therapy sessions with the one and only Cinder Fall, who is still healing from her recent battle against Goblin. Even though Spidey could easily heal her with his Other powers like he did with Blake, he decided not to so they can have more conversation with each other, while slowly starting to get used to each other.

"Yes! I win again!" Cinder, probably for the first time in her life, sounds pretty happy, after beating Spider-Man in a fighting game where they can play as one of Earth's Mightiest Heroes, with Spidey choosing himself, of course, and Cinder playing as Jean Grey, the Phoenix, to whoop his butt.

Spidey groans after getting beaten in the match. "I knew we should've stuck with poker."

"So you can use your spider-sense to cheat?" Cinder asked him with a sly smirk on her face.

"How is it cheating? It's part of my character." Spidey told her before sighing. "Well, whatever. At least you're actually having fun for once." He said, embarrassing Cinder, who immediately turns her face away from him.

"Who said I'm having fun? And don't say it was me!" She asked, still embarrassed.

"Okay." Spidey shrugged.

Cinder turns her face back to Spidey with a small smile on her face. "I am more interested in all the adventures you had back on Earth. And I have to say, I have never met a person whose life is just so…weird and crazy." She told him.

"In what sense?" Spidey asked, not totally understanding what she means.

"You bonded with an alien lifeform. Fought cosmic gods and world eaters. Got cloned how many times?" She asked him.

"We are not talking about the Clone Saga." Spidey told her, sounding a little serious when he said that.

"Why not?" Cinder asked with a sly smirk.

"Because it was a nightmare. And if you and Salem even THINK about starting another one, you will rue the day we met." Spidey warned her because he really, REALLY hates clones, and even though he can create his own with his new powers, he's still reluctant to use them from time to time unless necessary.

"Whatever. One of you is already enough to deal with." Cinder said with a shrug.

Before they could continue their friendly conversation, Spidey's Webware alerts him to another task for the day. "And I guess that's it for today. I have to go back to Earth and argue with a guy's mustache again." He said as he drops down from the ceiling.

"Okay…" Cinder said, raising an eyebrow about him going to argue with a mustache. "Same thing tomorrow?" She asked him.

"Sure. Why not? I won't rest until I beat you. See ya." Spidey said before leaving and closing her hospital door room, leaving Cinder by her lonesome.

"And I won't rest until I beat you, Peter Parker." Cinder said with a smile before picking up the game control. "But until then, I keep practicing to kick your butt in this game." She said, starting to have a little fun with the game, and also starting to like hanging out with Spider-Man, believe it or not, as something about Spider-Man makes him different from the other people she met over the years, including Salem. Someone she doesn't mind talking to without the fear of getting killed or threatened. Someone she's slowly starting to see as a friend, whether she wants to admit it or not.

* * *

 **Swinging through the busy streets of Manhattan**

 _"_ _Man. I knew your life is crazy, but this is absolutely nuts."_ Peter's inter-dimensional hedgehog friend, Sonic, said through Spidey's Webware, as Peter is swinging through the city, on his way to the Daily Bugle. Peter has just informed Sonic about everything that has transpired lately: Getting stuck in an alternate dimension again, fighting Goblin who plans to rule over the multiverse, reality starting to tear itself apart. Just about everything on top of being Headmaster for a new Academy.

"Yeah. Well, what else is new?" Spidey asked him while swinging from a flagpole.

 _"_ _Do you need my help? I wouldn't mind helping you out take down this 'Green Goblin' or whatever he's called."_ Sonic asked Peter.

"Nah. Not right now. We can handle things by ourselves for now." Spidey replied to him. "Besides, didn't you just say you're stuck in an alternate dimension right now with Tails?" He asked him.

 _"_ _Yeah. We're stuck at my friend, Blaze's dimension. Trying to find something called the 'Jeweled Scepter' that can unleash the 'Power of the Stars' or whatever. We're headed to another island thanks to the ship Tails built for us to find the pirates that stole it."_ Sonic informed him.

"Pirates?" Spidey asked him, a little confused that he's fighting pirates of all things in another dimension.

 _"_ _Robot pirates."_ Sonic added.

"And are you sure Eggman isn't behind this one?" Spidey asked him.

 _"_ _I don't know. Possibly."_

"Okay. Well, be careful, because from what it sounds like, your world hasn't been hit by the reality storm yet." Spider-Man warned him.

 _"_ _Will do. See ya, Peter."_ Sonic waved good-bye to him with a two-fingered salute before turning off communications.

Not long after that, Spidey lands on top of the Daily Bugle building in the middle of Manhattan. "Now to give these pictures of myself to Jameson and hear him calling them crap for the hundredth time. He's sure is a nice boss." Peter sarcastically said before entering the rooftop door, not sensing a small aircraft flying close to the building.

* * *

 **Inside the Daily Bugle**

And the last thing on Peter's 'How to Stress Yourself in One Day' list, he visits his work, the Daily Bugle, which is famous for the negative press against Spider-Man, mostly notably thanks to the one and only J. Jonah Jameson, Peter's boss and a massive Spider-Man hater.

In his office, Jameson is looking over a couple of Spider-Man photos that Peter gave him, giving him a look with every second from his desk. "Their crap…" Jameson started talking, with Peter rolling his eyes as he heard this same rant before. "Crap. Crap. Mega crap. I'll give you $200 for all of them." He said while stacking the pictures.

"When? Today?" Peter asked his boss with a little hope he gets paid in advance.

Jameson stares at Peter for a second before he starts laughing his head off, with Peter dropping the smile he just had for a second. The DB boss looks at Peter again before he continues his laughing parade. "What? You serious?" He asked, after he finished laughing. "You'll get your pay tomorrow as usual. Now get out of my office before I fire ya for breathing here!" He instructed his employee, who does just that and leaves his office.

"Everything okay, Peter."

Peter turns around to meet with a man he respects working with in the Daily Bugle, Robbie Robertson. "Hey Robbie. No, everything is going exactly how my other days are like." He said to Robbie.

"Yeah, well, don't stress yourself too much." Robbie said, putting his hand on Peter's shoulder. "The last thing you need is pressure."

 _"_ _If only you knew."_ Peter said in his thoughts, since he's already pressured enough to save the entire multiverse as Spider-Man. Suddenly, his spider-sense starts tingling like crazy. _"Huh?"_ Before he could do anything, an explosion is set off inside Jameson's office, causing everyone else in the building to run around like maniacs.

"What's going on here?!" Jameson asked as he is surrounded by a couple of A.I.M. agents, Hydra soldiers, and Goblin Nation goons. Standing with the crooks are Madame Hydra and M.O.D.O.K. who are staring at the whiny publisher.

"Mr. Jameson." Viper started talking to Jonah. "The Goblin King wants to see you now."

"Goblin King?! Who in my dead grandma's name is-?!" Jameson is interrupted as he is shocked in the chest by an electric baton from an A.I.M.

"Silent, human! You will know who he is soon enough!" M.O.D.O.K. said as they drag the unconscious Jameson to their aircraft.

Inside the building, Betty Brant runs up to Robbie as they make sure everyone is safe. "Robbie! I've called the police! They should be any second!" She told him.

"Good! Help me get these people to safety! And Peter…!" Robbie and Betty turn around to find Peter has mysteriously vanished. "Again?" He said, pinching his nose, because as far as they know him, Peter likes to disappear to who knows where.

"At this point, we should be used to this by now." Betty said to Robbie.

* * *

 **BGM-Ultimate Spider-Man Game OST- Chasing Theme**

Flying above the streets of Manhattan in an A.I.M. aircraft, Madame Hydra and M.O.D.O.K. watch as one of their goons tie up the knocked out Jameson to a chair. "I still don't understand. Why does Osborn need him of all people?" Viper asked the floating head in a chair.

"Jameson is famous for his infamous slander on the villainous empire, mostly towards the Goblin and Oscorp. I see no reason why he should continue living." M.O.D.O.K. answered the Madame.

"Madame Hydra! M.O.D.O.K.! We have confirmation that Spider-Man is chasing us as we speak!" One of the Hydra pilots informed their superior.

"So what are you waiting for? Take him out! That's an order! We don't want to lead him back to our hideout!" Viper ordered her goons.

Outside the flying aircraft, Spider-Man is web swinging through the air to catch up to the crooks who kidnapped Jameson, all while avoiding gun fire from the aircraft while simultaneously fighting the Goblin Riders in the air. "Stubborn J. Jonah Cheapskate! Not paying me in advance! I should let them take him! They'd be doing me a favor!" He sighed. "But I'd feel guilty about that too, because clearly I have enough things I have to feel guilty about. If my life would be any more stupid, it would be on network TV." He said, knocking out a couple of the Goblin Riders in mid-air, webbing them up so they won't go splat to the ground. "Why in the world are A.I.M. and Hydra working together with the Goblin Nation? Don't tell me they all teamed up. I have enough problems to deal with now."

Not far from all the action, the girls of Team RWBYP, now out of costume, are enjoying their nice break from investigating Osborn's current whereabouts and are walking through the city while eating some ice cream they just bought.

"Ah. Nothing like some good, old ice cream after a busy day of investigating." Ruby said, taking a lick from her ice cream.

"Even though we didn't find any leads on where Osborn or those symbiotes are hiding out." Weiss told her.

"I'm sure they'll turn up sooner or later." Yang told her.

As they continue walking, they all hear the screams of civilians running away from something. "Or now from what it sounds like." Blake said while a few people run pass them.

They look up to see Spider-Man chasing down the A.I.M. aircraft in the air while dodging gun and rocket fire. "Annnd break time is over. Let's go help him!" Weiss said as three of the four girls run off to change.

"But my ice cream." Ruby said somberly, before being grabbed and dragged by her hood from Weiss, dropping her ice cream in the process.

 **BGM Ends**

Back to the air fight, Spidey finally decided to web up the aircraft's turrets, giving him a chance to swing to the hanger of the ship and rip open the doors to meet his enemies. "Greetings gentlemen, and ma'am, but I'm afraid I need to cancel this flight! One of your passengers appear to have fallen asleep!" He quipped, looking at the tied up, unconscious and drooling Jameson. "Now if you don't mind, I want him out, and you guys to surrender! We good?"

"No." Viper simply replied to him. "Scream! Give the bug your best performance!"

"Scream? Who in the world is-?" Spidey is suddenly cut off as gooey, red and yellow hair wraps around his neck, choking him. He looks ahead to see who his strangler is, and finds she's wearing a red-and-yellow symbiote, with a face that reminds him of Venom.

 ** _"_** ** _Cover your ears, because it's about to get loud!"_** The symbiote known as Scream said, releasing a powerful sonic scream at Spider-Man, knocking him out of the ship and down to the streets. Screams laughs manically as the ship flies above the clouds, with no trace of them left.

"Well at least I know Venom was correct about the symbiotes. Too bad he won't rub it in my face since I'm about to die any second now." Spidey joked while following from the air and close to the pavement. Before he could brace for impact, a familiar looking chain rod grabs him by the torso and yanks him to a nearby rooftop to meet with his other teammates, back in their superhero costumes. "Whew. Thanks. For a second there, I was almost a squashed bug." He said to his friends.

"Glad to see you're okay, Spidey." Blake said as they group up. "So who was that you were just chasing, and why were some of Goblin's goons with them?"

"Hydra and A.I.M., with their leaders' Madame Hydra and M.O.D.O.K. respectively inside that plane." Spider-Man informed them. "Apparently they're working together with the Goblin Nation, and now they have a symbiote called Scream working for them."

"Oh this is bad." Yang said. "Do you know where they're headed?" She asked.

"No. I was knocked out of the plane before I could attach a spider-tracer to it. And it doesn't seem like the spiders around the area know either." Spidey replied, reminding them of his abilities to communicate with the spiders and learn useful information from them. "What's worse is that they kidnapped Jameson for some reason."

"The publisher of the Daily Bugle that forever hates your guts?" Weiss asked him.

"Same one." Peter replied.

"And now it's our job to save him?"

"Unfortunately." Peter said, scratching his head.

"Greaaaat." Weiss said sarcastically.

"But how? The other heroes and huntsmen are still busy with part of our planets splitting up, so we can't contact them. Those bad guys could be anywhere in either this world, or ours." Ruby told them.

 ** _"_** ** _No. Definitely this world."_**

Startled by that familiar voice, the heroes turn around to see Venom sitting on top of a water tank before he drops down to meet his 'allies.' **_"Sup losers. We hear you're in a pickle."_**

"Gee. How did you know?" Spidey asked, crossed armed.

"Venom. Do you have any intel on where those goons are hiding?" Ruby asked their symbiote ally.

 ** _"_** ** _Sure do, kid. Thankfully we had a little help from an old friend."_** Venom said, and right on que, a silver-haired girl wearing a mask and black skin-tight leather, who also looks around Peter's age, hops onto the rooftop to meet with the heroes and Venom.

"Oh no." Spidey said, recognizing the cat lady. "Felicia Hardy? You've been working with Black Cat?" He asked Venom.

"My, my…If it isn't my favorite Spider. So nice to see you again." Black Cat said as she walks over to Peter while giving him a seductive look. "And I see you've brought friends…" She said while looking at the other girls before her eyes are met with Blake's. "And another cat." She said, a bit serious.

"I know who you are. You're that cat burglar Spider-Man told me about before." Black Tiger said while giving Felicia a stern look.

"Aww…" Cat said, before she grabs onto Peter's left arm and holding it close to her's, which makes the hero sweat immensely. "And has the Spider ever told you we've been a thing before, unlike you?" She asked Blake, earning an angry growl from the Remnant cat.

"Hey! Paws off him!" Yang said, grabbing Peter's right arm while staring angrily at Black Cat.

"Did I make you jealous, blondie?" Black Cat teased her up close to her face.

"Want to find out?" Yang threatened her as their face's lock up to one another.

"Ladies! Is this seriously the time?" Spidey asked, pushing the girls away from him.

"Depends on how much time you have, sweetie?" Felicia asked him with a smile.

Spidey sighed as he's not in the mood to deal with Cat's usual flirts with him. "Brock. Why did you bring Cat along? You know her bad-luck powers mean doom to us all. Mostly me." He asked his uneasy ally.

 ** _"_** ** _And that is EXACTLY why we brought her."_** Venom told him, earning an angry growl from the Spider. **_"Aw, don't be too mad, Parker. Thanks to your ex, we found out Osborn and those other bozos are hiding out at a warehouse at the Bronx. That should be where they're holding your biggest fan and our offspring."_** He informed the heroes.

"Then we have no time to waste!" Ruby said.

"Your right, kid. Let's hurry." Black Cat said, giving Spidey a flirtatious hug. "Try to keep up, big boy." She said while moving her finger over his mask. After that, she starts swinging from building to building with her grappling hook, leaving Spider-Man to rethink his life with a groan.

"I don't like her." Weiss said bluntly.

"Me neither!" Both Blake and Yang said in unison.

"That's surprising since she's like a combination of you two." Peter said to the other cat and his blond girlfriend.

"What was that?!" Both girls asked Spider-Man with an angry look across their face.

"Nothing! Nothing! Let's just go already." Spidey backed them off.

 ** _"_** ** _Boy. You sure are in the doghouse now, dude."_** Venom said to Spider-Man next to him.

"Let's just go before I punched those giant teeth right off your face." Spidey threatened his enemy.

* * *

 **Evening Time at the Bronx**

"I can't believe it." Spidey said as he, Venom, and Black Cat swing through the streets of the Bronx, with Black Tiger Blake and Ice Queen Weiss leaping from building to building while the Scarlet Rose Ruby and Power Woman Yang ride on the road with Yang's motorcycle. "Does this make any sense? I'm working together with not only my ex-girlfriend and professional cat burglar, Black Cat, but also my mortal enemy, Venom, who usually wants me dead and eat my brains, but now is helping me and my team find Osborn and those other symbiotes. Could this evening get any weirder?" He asked himself.

 ** _"_** ** _Strangers in the Niiiight…"_** Venom started singing as they continue web swinging.

"Would you please shut up?!" Spidey told off Venom.

After a few minutes of following Black Cat, the team groups up on top of a building across the warehouse where the evil alliance is currently hiding out. "This is the place?" Weiss asked Venom and Cat.

"Yeah. I saw a couple of Hydra and A.I.M. soldiers enter that building earlier today while I was out…collecting." Black Cat answered her.

 ** _"_** ** _We can definitely sense our offspring coming from inside that warehouse."_** Venom said to them.

"Great. So let's not waste any time and barge into that place before they know what'll hit them." Yang said.

"You kids can do that. I have to head back to Manhattan, where a shiny looking jewel is just waiting for someone to grab it." Cat said as she walks away from the heroes.

"What?! Oh, I knew you were going to pull a stunt like this!" Spidey said, surprised that Cat is gonna go rob a jewelry store while they are out beating Goblin.

"Reeelax, Spider. I'm only stealing from the Kingpin." Felicia told him.

"That's even worse!" Spidey said, knowing how dangerous, and fat, Kingpin is.

"Jeez, Spider. You need to learn to cool it like Ice Queen over there." Felicia said, pointing to a very angry Weiss behind her. "I'll see ya later, Spider. Hopefully without the fake cat and the crazed blond." She blows out a kiss to Spider-Man before she swings away, leaving a very angry Blake and Yang with the nervous Spider.

Venom whistled. **_"You sure know how to pick 'em, Parker."_** He said to anger Peter, which does work.

"I swear I'm gonna-!" Before Spidey could finish his threat, both his and Venom's Spider-Sense starts tingling.

"You sense that? Of course I sensed that! STOP REPEATING WHAT I SAY!" Spider-Man and Venom said to each other, leaving the girls to just face palm at their pathetic argument.

"Can one of you tell us what you just sensed now?" Ruby asked the arguing fools.

Venom hops onto the edge of the roof. **_"Follow us."_** He said before he hopped down to the warehouse.

"Brock, wait! Argh! I swear I'm gonna kill you one of these days!" Spider-Man told him from the roof.

 ** _"_** ** _Keeping dreaming, Parker!"_** Venom shouted at him, with an angry Spider-Man and the girls, who are regretting being with them now, jump off to meet with the villain.

* * *

 **Inside the Warehouse**

The heroes, and Venom, enter the front gate of the warehouse, where they find the place a mess. Goons all beaten up, robots burned to a crisp, and small fires all around as if a fight has just happened.

"What happened here?" Ruby asked as they walk around the warehouse. As they continue to do so, they see a thrown A.I.M. goon coming at their direction, with Venom smacking him to a nearby wall.

 ** _"_** ** _I have a good guess who could it be?"_** Venom said, as in front of them they see a man with a flaming skeleton head attacking some more A.I.M., Hydra, and Goblin Nation troops with his lit up chain, whipping all of them into commission.

"Hey. Isn't it that Dormammu guy we met back on Remnant?" Yang asked her friends.

"No. That's Ghost Rider. What's he doing here?" Spidey said, recognizing the guy with the leather jacket.

Johnny Blaze, also known as Ghost Rider, has just beaten up on the goon squad until his non-existent eyes are met with Spidey and his friends, and Venom. "Hey Ghost Rider! What's my second, favorite flame head doing at the Bronx?" He asked the flaming skull head.

 ** _"_** ** _Protecting the innocent while delivering vengeance to the guilty."_** Rider replied to him.

"So same old, same old, huh?" Spidey said.

 ** _"_** ** _I sensed a dark and demonic presence coming from this warehouse. His power is so great that heaven and hell are shaking nonstop, so it is my job to take care of him permantely."_** Rider informed the other heroes.

"Must be Goblin and his stomach when he's not too busy infecting multiple worlds with his lime green juice." Spider-Man said.

Ghost Rider nods in agreement before taking a quick look at the girls of Team RWBYP. **_"I sense you four are not from this dimension. You must be from that world they call Remnant, correct?"_** Rider asked them.

"Yup. I'm Ruby, also known as Scarlet Rose, and these are my friends." She directed him to the rest of Team RWBYP, who all nervously wave at the Spirit of Vengeance.

 ** _"_** ** _Hmmm. I sense you four have made a ton of sins in your lifetime."_** Rider informed the girls.

"Really? What did we do?" Weiss asked him.

 ** _"_** ** _A lot of misdeeds."_** He said before turning to Venom. **_"You, however, have oceans of innocent blood yet to atone for."_** He said to the symbiote.

 ** _"_** ** _And I can't wait to swim in it."_** Venom said with a chuckle while sticking out his long tongue.

Ignoring Venom, Ghost Rider then takes a look at Spider-Man to check his sin level. **_"You, Spider-Man, are a rare breed."_** He told the bug.

"What? Are you saying I have no sins?" Spidey asked the spirit.

 ** _"_** ** _Everyone has sins. But in your case, your guilt actually exceeds them by a thousand."_** Rider informed Spidey, shocking the girls a bit from that news.

"Are you trying to make me depressed, because it's actually working?" Spidey joked.

 ** _"_** ** _In any case, we have a job to do."_** Ghost Rider said, turning his back to Peter. **_"There's an underground passage that leads to the secret underwater base where the evil sinners are currently held up in. We should hurry."_** He said as he starts walking.

 ** _"_** ** _Don't have to tell us twice."_** Venom said, walking alongside Ghost Rider.

"We should start moving too before they have all the fun?" Spidey asked the other girls.

"Right!" The girls all agreed as they catch up to Venom and Ghost Rider.

* * *

 **Secret Underwater Base**

"Uhh…Where am I…?" A groggy Jameson asked as he slowly wakes up after being unconscious for so long, and then finding himself tied up to a chair by some metallic rope. "Hey! What is this?!" He asked while trying to break free from the rope, but it's strong and durable to be broken.

"Calm down, Jameson." Norman Osborn spoke up, as he, Viper, and M.O.D.O.K. walk up to him, along with a couple of their respective empire's troops.

"Norman Osborn. So you're this 'Goblin King' they keep talking about?" Jameson asked him with a stern look. "Should've known a nutcase like you was behind this. What do you want?" He asked him.

"Your life." Norman replied. "It's because of you and your papers, I lost my company to the board." He told him.

"You deserved it for being such a nutcase and a killer! It's my job as publisher of the Daily Bugle to get sick people like you and your friends over there off the streets and into prison, where you can spend the rest of your lives gardening tiny plants in your cells!" Jameson told him.

"Can I kill him now? Viper asked Osborn.

"No. No. Let our new experiment do that for us." Osborn said, and with the snap of a finger, five of his new symbiote soldiers drop down from the ceiling and land right in front of Jameson. "Say hello to our new Oz-symbiote soldiers: Scream, Riot, Phage, Agony, and Lasher. They will serve as your executioners tonight." He told Jameson.

"You're all have that same, disgusting look as Spider-Man. I wouldn't be surprised if he's behind this as well." Jameson said, blaming Spider-Man on this.

"Partially." Osborn said with a small smile.

Suddenly, the alarms of the underwater base starts blaring red, alerting them to danger. One of the A.I.M. goons run to meet their masters. "My masters! We have bad news! Spider-Man and his friends have found our base and are headed this way!" He informed his superiors.

"Of course he did." Norman said, not that surprised that Spidey somehow managed to locate his hideout. "I'll head back to the Neo-Oz Carrier. You all try your best to stop the heroes, and Spider-Man if he doesn't cooperate." He ordered Viper, M.O.D.O.K., and his symbiote soldiers.

"Got it." Viper said.

And in a flash, Osborn teleports himself out of the base, just in time too, as Spider-Man, Team RWBYP (or the New Defenders when they're in costume), Venom, and Ghost Rider. "Who's ready to get knocked-knocked?!" Ruby shouted at her enemies.

"That was terrible, Ruby." Spidey told her, saying that her jokes still need work.

"Don't say my secret identity out loud." Scarlet Rose said to Spidey, trying her best to keep up with this superhero motif.

 ** _"_** ** _Okay, who's ready to get crushed?"_** Venom asked the villains. **_"It's Showtime, freaks! Ooo! We smell BAD symbiote, and it ain't us!"_** He said.

 ** _"_** ** _Bring it on, grandpa! We're ready to take you down a peg or two!"_** The symbiote Riot spoke up.

 ** _"_** ** _I sense Goblin has escaped."_** Ghost Rider informed his allies.

"Well at least we can play with these guys until we find him again." Yang told him.

"Spidey! Go help Jameson! Venom! Ghost Rider! Take down those symbiotes! Me and the girls will deal with Madame Hydra and Mo'dork!" Ruby ordered her allies.

"It's M.O.D.O.K.!" He shouted in frustration.

"Whatever." Ruby casually replied.

"You heard Rose! Let's take them down!" Spidey said, as the heroes charge and start to fight against the evil alliance of villains.

 **BGM-Sonic Forces OST-Battle with Zavok**

Using his amazing Spider-Fu combo, Spidey easily dodges and takes down a whole group of A.I.M., Hydra, and Goblin Nation troops as he makes his way over to the captured Jameson. "What's your stake in this?" Jonah asked Spidey rips off the metallic rope from his chair.

"Saving your ungrateful life." Spidey replied.

"Why you little-!" Before Jameson could continue bad-mouthing the webhead, he was almost in the arm by an Ultron bot if it wasn't for Spidey dragging him out of harm's way and webbing him up to the ceiling.

"This is for your own safety." Spidey said to the webbed up Jonah, angering the mustached publisher.

Spidey hops back down to the ground to take care of the enemy troops. "Come on! I have a knuckle sandwich for every one of you to try! On the house!" He said, creating a hammer out of webbing to smack multiple enemy troops in the chest, knocking them away before he creates another one and pounds the ground to finish off another group of crooks and minions. "Pounded! Nice! Did you get that, JJ?" He asked the webbed up Jameson from the ceiling.

"Just wait until I get down from here and you'll be sorry, you punk nose kid!" JJ shouted angrily at the wall-crawler from above.

Spidey sighed and simply shrugged while gesturing with his hands. "Why do I even bother?" He asked himself before he continues the assault on enemy reinforcements.

Meanwhile with Venom and Ghost Rider, these two are currently fighting off against the Oz-symbiote soldiers that were created by Osborn. **_"Begone, evil ones!"_** Ghost Rider said, taking out his chains and imbedding them with his hellfire, whipping it out at Lasher, causing him to scream in pain from the fire.

 ** _"_** ** _That hurt! And now you're going to regret it!"_** Lasher said, attacking Ghost Rider with multiple tendrils from his back.

The Spirit of Vengeance is then attacked by Phage, trying to cut off his head with his symbiote hand blades. **_"Stay still so I can douse the fire away!"_** He said while he still attacks Ghost Rider, only for the spirit to blast him away with a fire breath.

He is then attacked by acid from the back thanks to the symbiote warrior known as Agony. **_"Not even your body could stand against my acid!"_** She said, grabbing Rider by the throat with her tentacles, allowing both Phage and Lasher to repeatedly beat on his defenseless body.

 ** _"_** ** _I would pray now. A lot!"_** Ghost Rider said, as he unleashes a huge fire explosion to blast away the symbiotes from his vicinity, freeing himself from Agony's clutches. **_"No one can keep the Spirit of Vengeance down for too long."_**

 ** _"_** ** _That's because you're a stubborn piece of bones, Skully!"_** Venom said to Ghost Rider while he fights Scream and Riot at the same time, dodging Scream's, well, screams and clashing with Riot's hand hammers. **_"You children are weak! You don't have the experience ol' papa Venom has!"_** He said, attacking his children with a tendril whip attack.

 ** _"_** ** _We don't need experience to take down an old fart like you!"_** Riot said, with him and Scream running up to Venom for another attack.

 ** _"_** ** _Is that any way to talk to your old man that way? And here we thought Carnage was troublesome."_** Venom said, using his symbiote to attack both Scream and Riot from the ground, forming a giant mouth to bite them, smack them on the ground multiple times, before throwing them at Spidey while he's fighting against some more goons, but he managed to dodge them in time.

"Hey!" Spidey shouted at Brock.

 ** _"_** ** _Oops! Didn't see ya there, Spider! Our bad!"_** Venom apologized with a laugh, angering Spider-Man.

We now shift attention to the battle between the girls of Team RWBYP and Madame Hydra and M.O.D.O.K. Ruby and Blake are double-teaming Viper while Yang and Weiss take on M.O.D.O.K. "Hmph. You children don't stand a chance against the future we're about to bring in the new age." Viper said, using her guns to shoot at Ruby and Blake, but they easily dodge them.

"Oh yeah? Show us your point!" Blake taunted her, taking out her energy blade to start clashing with Viper, who switches to her own sword, and the two start duking it out with each other. Ruby jumps above Blake and tries to slam Viper to the ground with her scythe, only for the leader of Hydra to back flip away from her.

Viper smiles, knowing that they don't stand a chance against her, only to be kicked in the head by Blake's clone. "Crescent Shot!" Ruby shouted, shooting out a crescent shaped energy bullet at Viper multiple times until she moves out of the way again.

"We are the future! You cannot hope to stop what has already begun!" M.O.D.O.K. said, shooting a pure telepathic energy beam at Yang and Weiss, with the latter created a glyph that protects them from damage.

"Then try to stop this: Storm Tornado!" Yang shoots out a horizontal cyclone of air at M.O.D.O.K. distracting him a bit, giving Weiss enough time to shoot a couple of ice bullets at M.O.D.O.K.'s big head, freezing him in place until Yang smacks him down to the ground. She then grabs his entire body and throws him at the unexpecting Viper, knocking her out, along with M.O.D.O.K.

 **BGM Ends**

"Yeah! And stay down!" Ruby shouted at the unconscious villains.

"We just took down the leaders of giant, criminal organizations! Are we awesome or what?" Weiss asked as she's about to give Ruby a high-five, only for the entire underwater base to start shaking violently, with the entire base starting to blow up, with water from the ocean surrounding the base starts to flood the entire hideout. All still conscious enemy forces run frantically to the nearest escape pods and leave the heroes to drown to their dooms

"What's going on?!" Blake shouted.

"This entire base is falling apart!" Spider-Man shouted from across the base while grabbing Jameson.

"We need to get out of here!" Ruby shouted.

"Not without these guys!" Spidey said, directing them to the unconscious goons, including the symbiotes, Viper, and M.O.D.O.K.

"Are you serious?! We can't carry all of them!" Jameson shouted at Spider-Man. While he does that, the base slowly starts to rise up in water pressure and the explosions continue to happen all around.

"Yes we can!" Spidey said, switching his web-shooters to shoot out his magnetic webbing, webbing up all everyone that was knocked out by the heroes into one, giant ball of web.

 ** _"_** ** _I'm not carrying that."_** Venom said while looking at the giant web ball.

"You don't have to!" Ruby said, using her ISO-gun to create a high-gravity sphere in the air, sucking up the bad guys into the sphere, which can also follow her wherever we go.

"Great thinking, Scarlet Rose! C'mon! Let's get out of here!" Spidey said, as everyone runs back to the way they just came to escape from the exploding underwater base.

With extreme luck, and some good teamwork, the heroes and Jameson managed to run out of the warehouse just as it explodes in a glorious blaze of fire. "And with that, we escaped total death once again." Yang said.

As everyone gets up from the ground, they see the SHIELD Helicarrier arriving just in time to figure out all the commotion. "SHIELD? How did they get here so quickly?" Spidey asked while looking up.

"I called them, Spider."

The heroes turn around to see Black Cat sitting on top of a light pole. "After I was done with my jewel collecting, I thought I call up SHIELD to come and help you guys out. But it would seem you all managed to finish just before they arrived."

Blake smiled. "You know what, Cat? You're actually not that bad." She said something nice to Felicia for once.

"You too, kitty. I'll see you all soon. Especially you, Spider." Black Cat said before she swings off to the night.

"I still don't like her." Yang said, crossed armed.

"Why? You jealous?" Peter asked her before being threatened by her fist. "Okay! Okay! I'll shut up now!"

* * *

 **Few minutes later**

While SHIELD is locking up Viper, M.O.D.O.K., and the symbiotes into an aircraft, Nick Fury and Captain America are seen talking to the team, Venom, and Ghost Rider. "I'm quite impressed with you kids. You all managed to find and stop Viper and M.O.D.O.K. for us." Fury complemented the team.

"Sweet! Can we join the Avengers now?" Ruby asked him.

"No!" Fury replied, discouraging Ruby.

 ** _"_** ** _But Goblin is still out there, corrupting the souls of many innocent victims."_** Ghost Rider said to Fury.

"We'll find Goblin. I'll assure you that, Ghost Rider. But for now, get some rest. You all deserve it." Captain America said to the team.

 ** _"_** ** _Finally. We're beat."_** Venom said, stretching his arms to the air.

"Brock! We're giving you a choice: Cooperate and help us take down Goblin, or surrender and go back to prison. Those are your two options." Fury said to Venom.

 ** _"_** ** _Is that a trick question? We rather go and kick Goblin butt and annoy Spider-Man some more than get locked up again._** " Venom replied to Fury.

"Oh, how kind of you, Brock." Spidey said sarcastically. As he gets up from his seat, he sees Jolly ol' Jameson walking up to him. "Sup, JJ. Here to thanks us for saving your life?" He asked publisher.

"Yeah right. This doesn't change a thing between us. I still won't rest until you've been unmasked, and eliminated. The same for your new friends here." Jameson said, still forever hating on the hero, despite him saving his life.

"Fair enough, picklepuss. And I won't rest until you shave that stupid mustache…" Spidey points to Jameson's mustache before attaching a web line to a nearby building. "So we're even." He said before swinging through the night sky of the city.

Jameson growls at the Spider before he hears the giggles of Team RWBYP next to him. "What are you girls laughing about?" He asked them.

"Oh nothing, picklepuss." Yang said, annoying Jameson to the point where he just walks away to grab a taxi back home.

"You kids should head back home. It's already getting late." Fury told the girls.

"Aye, aye, Director Fury, sir." Ruby saluted the Director.

"What the?!"

The remaining heroes that are still around heard the sound of a SHIELD agent and run up to him. "What's wrong, soldier?" Captain America asked the agent before they turn to the aircraft that was about to send Viper and M.O.D.O.K. to jail, only to find them mysteriously gone.

"They're gone. But how?" Weiss asked, wondering how two of the most dangerous criminals on Earth have vanished in thin air.

 ** _"_** ** _I sense a great power at work here. Of the likes I've never sensed before."_** Ghost Rider said.

"Could it be Goblin?" Blake asked.

 ** _"_** ** _Most likely. Who knows what that green lunatic has in his ugly, looking hands?"_** Venom said to her.

* * *

 **Osborn's Throne Room on the Neo-Oz Carrier**

"Uh…Where…?" Viper wakes up from the ground, where she gasps to find her skin green and now having pointy ears. She turns around to see that M.O.D.O.K. has also changed in appearance, now looking more like a goblin.

 ** _"_** ** _Nice to see you are awake, Viper."_** Goblin said while walking into his throne room with the ISO-OZ sapphire in his hand.

"What happened to us?" Viper asked the king.

 ** _"_** ** _If we're going to have any chance in winning this war, Hydra and A.I.M. needs to evolve, so we can all be one and united. This is the only way to achieve the new age."_** Goblin told her, since she and M.O.D.O.K. have now been infected with the ISO-Oz formula.

"I can feel myself getting stronger and stronger with this power." Viper said.

"And I feel smarter than ever before!" M.O.D.O.K. said, laughing in joy.

 ** _"_** ** _And together, no one can stand in our way. FOR THE GLORY OF THE GOBLIN NATION!"_** Goblin said before going into another maniacal laughter.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Whoa! What in the-?! Someone just tried to assassinate Ozpin and is trying to kidnap the other headmasters! Who is skilled enough to do that?**

 **Captain America: It can't be. Bucky? Bucky, is that you?**

 **Spider-Man: Oh, you have got to be kidding? Goblin has the Winter Soldier under his control? Great. Now we have to deal with an infected master assassin. And hey, who's this old lady with the clown makeup, and why am I strapped to a missile?**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Ghost of the Past_**

 **Ruby: So what happened to this guy's arm again?**

* * *

 **KFX here: A lot has happened in this chapter: Team RWBY has their new outfits and weapons. Venom, Black Cat, and Ghost Rider are in the story and will return in a later chapter. And Sonic the Hedgehog will probably make an appearance later in this story. Why, some of you ask, because why not, this is a sequel to my previous story, 'Spider-Man and Sonic the Hedgehog- Fate of Two Worlds,' and since all of reality is at risk, why shouldn't he appear. Anyways, tell me your favorite part of the chapter, and look forward to the next one, with the introduction to the Winter Soldier, and Spider-Man having his first meeting with the one and only Salem. How? Stay tuned and find out.**


	73. Vol 3 Issue 16: Ghost of the Past

_Vol 3 Issue 16: Ghost of the Past_

 **Avengers Mansion (About 3 weeks until the Day of Reckoning)**

It's been two days since Spider-Man and his friends saved J Jonah Jameson and temporarily stopped Goblin's plan on making more symbiotes. With the multiverse still at stake, everyone is training like crazy to become strong enough to prevent the Day of Reckoning from ever happening, but even if the heroes continue to grow stronger, will it be enough to stop the coming threat.

Inside a training room at the underground sections of Avengers Mansion, Spider-Man is currently training with his new mentor, the mutant known as Jean Grey, also known as the Phoenix, in hopes of learning more about his new Great Weaver/Other powers and how to better utilize them in battle.

"AH!" Spider-Man said, getting knocked to the wall of the giant training room.

"Okay. I think that's enough for today." Jean said, descending from the air. "I'm impressed, Spider-Man. Unlike me, you are getting more and more in control of your new powers almost every second, but it would still seem that you can't use both your Great Weaver and Other auras at the same time." She told Peter as he gets up from the ground, still in a bit of pain.

"Maybe because of this headache I'm getting." Spider-Man joked, touching his forehead to relieve his pain.

"Sorry about that. Probably should've hold back a bit on that last attack." Jean apologized.

"Naw. It's okay." Spider-Man said as he grabs and drinks from his water bottle from a nearby chair. After drinking some water, Peter continued with their discussion about his powers. "Ero once told me that in order to use both my auras at once, without the strain of killing myself, I have to 'surpass death.' Whatever that means." He said, still not understanding that cryptic advice.

"Surpassing death?" Jean said, pondering to herself about those words for a couple of seconds.

"Yeah. Do you know what that means, and what I should do?" Peter asked her.

Jean thinks to herself for a little more before letting out a small smile. "Nope." She said with a smile.

"That smile says otherwise." Spidey noticed her smile on her face.

"This is a lesson you yourself must learn and understand. Once you do that, your true power will fully awaken." Jean gave an implicit response to Peter's comment, who still doesn't understand what she is talking about.

"Why can't people just give me a straight answer for once instead acting all wise and cryptic?" Spidey asked before sighing. "Ah well. I'm heading back to Beacon. I'll see ya later, Jean." He said as he makes his way to the door.

"See ya soon, Peter." Jean replied, with Peter fully exiting the room, leaving her by herself to frown for some reason. "I'm sorry, Peter, but I'm afraid if we have any hope of surviving this battle, you'll have to make the ultimate sacrifice." She said while looking all glum, hinting at Peter's fate.

* * *

As Peter, now out of costume, walks through the halls of Avengers Mansion, passing by the other Beacon students who are either relaxing, playing in the gaming longue, or heading towards their next training session, he gets a glimpse of someone fighting inside another training room. He takes a peep inside to find Ruby and Jaune (now wearing a new outfit) training with the living legend himself, Captain America, in hand-to-hand combat.

Using her Semblance, Ruby blitz over to Cap with a barrage of punches and kicks, using the skills she learned from Cap to try and overtake him, but Cap is able to read her movements and sweep kick her to the ground, but the little girl quickly gets back onto her two feet and tries to drop kick him, but Cap blocks it with his arms.

"Good, Ruby. You're getting better. Keep that momentum going." Cap encouraged her to keep on attacking the Captain.

The leading leader of Team RWBYP pants heavily after a long sparring session but still wants to keep pushing herself. With her speed, she charges at Steve without him realizing it, performing a knee strike to his chest, then a left-legged front kick, and finally a right-legged roundhouse kick that causes Steve to skid the ground from that last kick.

"Perfect. Despite still lacking in strength, you're getting the hang of combining your natural speed with your punches and kicks to deliver a barrage of quick assaults to your opponent, which would sure to be effective even against the toughest of opponents." Cap told her with a proud smile on his face.

"Thanks…Cap…" Ruby said, exhausted.

And without turning around, Cap is easily able to grab the punch of a screaming Jaune from behind him, throwing him right in front of him to the ground. "Not bad, Jaune. But next time, try not to announce your position when charging at the enemy." Steve advices the leader of team JNPR.

"Will do, Cap…" Jaune said in pain.

Cap helps the blond kid up to his feet and faces his students. "You two are getting better and better every day. Not only that, but your leadership qualities are also sharpening up rapidly each time I read your progress reports on the recent criminal wave thanks to Hydra and A.I.M. lately, now they have been infected by the Oz formula. Heh. If we had kids like you back in my day, guys like Red Skull would've been taken down a lot sooner." He said with another proud smile on his face.

"Thanks Cap." Jaune said, all happy after getting praised by his new favorite hero.

Peter, who's been watching their entire training session without them noticing, smiles to himself before he leaves to Remnant by himself.

"Speaking about kids. Didn't you once told us you had a kid sidekick during World War II?" Ruby asked the Captain.

"Ah yes I did. James Buchanan Barnes, also known as Bucky." Steve started telling the story of him and Barnes during his days in the late 40s. "Me and Bucky were the best partners any one of us could ever ask for. We were good friends too, sticking for each other no matter what the danger, until one day, the day I was sent to the ice, Bucky seemingly died while we were trying to stop a rigged plane from detonating." He said, having bitter memories of that tragic day in his entire life.

Both Ruby and Jaune were horrified and shocked to learn the death of Cap's WWII sidekick as he continues his story. "It wasn't until many years later, after I broken out of the ice, is when I learned Bucky survived that day, but only because Hydra and the Red Skull found him and experimented on him, turning him into their living weapon: The Winter Soldier." He informed his students.

"The Winter Soldier?" Ruby repeated that name.

Cap nodded as he continues his story. "Thankfully, in time, I helped free Bucky from Hydra's control and is now somewhere in this world doing who knows what. But I do know is that whenever I need him, he'll answer to call." He said with a smile to brighten up the current mood.

"That's awesome, Cap. We can't wait to meet this guy, if we ever do." Jaune said, sounding a lot happier now.

"I'm sure you will, son, but for now let's take a small break and head back to Beacon. Get some more training done at Emerald Forest before we stop for today." Cap said, picking up his shield that is leaning next to the wall.

"Yes sir!" Both Ruby and Jaune formally saluted the man as if they're in the army.

* * *

 **Beacon, Ozpin's Tower**

"So, nothing much has changed, has it?" Ozpin is seen talking to the spider mystic, Madame Web, while sitting in his chair, with his hot coco still warm, talking about the vision she told him about before.

"Besides Earth's heroes now being a part of the battle, I'm afraid the future will still turn out like we saw before: A battle where all of reality is on the verge of destruction, and Peter will still meet his end by Goblin." Madame Web said to Ozpin, which makes a little depressed at the news.

"I see…" Ozpin sadly said, cupping his hands together.

"Don't blame yourself for this, Ozpin. You had no idea that things would turn out this way." Madame Web calmly comforted him.

"I know, but I still feel responsible for how Goblin became so powerful, so dangerous, and for Peter's destined death. If I knew there were monsters like him in other universes, then I shouldn't have given the first Maidens their power, or at the very least make up better rules for protection." Ozpin said while not looking at Madame Web directly.

"Now you're sounding more like Peter the way you talk." Madame Web said with a smile, getting a small chuckle from Ozpin as he's being compared to Peter. "Listen. Don't worry. If I know Peter, he will make the impossible possible. That's how he's always is. And that's a trait you should learn from him as well." She told him, getting a tiny rise from the old headmaster from what she said. "No matter how old we get; we can still learn a thing or two from the younger generation. You'd be surprised just how much they can teach you even at their young age. Take care, Ozpin. I'll see you later." And with that, Madame Web teleports herself away, leaving Ozpin alone in his office.

 **BGM-Captain America: The Winter Soldier OST- The Winter Soldier**

He gets up, lifts his cup, and looks outside his window so he can ponder Madame Web's words deeply to himself. While he's too distracted with himself, there is someone watching him far, far away from his tower, somewhere at the edge of the school where no one can see a masked man wearing a black, lightweight suit, with his left arm being made of metal and has the green symbol of the Goblin Nation on its shoulder.

The mysterious man sits on his stomach to the ground and takes out a Barrett M82, sniper rifle that has been upgraded by the Goblin Nation and their technology, which allows him to fire a silent shot and invisible shot that no one can notice. He loads up his bullets and directs his gun at his new victim: Professor Ozpin, who is still unaware he's being targeted. The Professor keeps making small walks around his window to observe his delightful students below ground while drinking from his mug, but he then stops, giving this mysterious assassin a chance to take him down while he's not expecting it.

At that moment, Peter Parker arrives from Ozpin's elevator to greet the old man. "Hey Oz!" He said, getting the attention from his headmaster. "Got a question. How should I-?" He stops himself as his spider-sense starts tingling, as he senses a bullet about to hit Ozpin's head from outside his window. "GET DOWN! MOVE!" With his amazing speed, Peter grabs Ozpin down to the ground, just as the bullet misses the old man's head, but it did hit his left shoulder, causing Ozpin to scream out in pain as he starts bleeding.

"Yo Oz, are you alright?!" Peter urgently asked his professor, who holds onto his bleeding left shoulder.

"I-I'm fine! I'm fine! Who was that just now?" Ozpin assured him as Peter gets up and runs over to the window, using his spider-sense to show him a masked man with a gun, retreating to Emerald Forest.

"He's on the move to Emerald Forest! I got to catch him! Wait!" With his spider-senses, Peter looks over to Emerald Forest and finds Captain America, Ruby, and Jaune training over there. He activates his wrist device to call Cap, who answers just in time.

 _"_ _What is it, Peter?"_ Cap asked the spider hero.

"Cap! No time to explain! There's an assassin heading your way! He tried to kill Ozpin! Hurry!" Peter urged the good Captain through the line.

 _"_ _We're on it! Take care of Ozpin while we deal with this troublemaker!"_ Cap replied as he turns off the communications.

Peter walks over back to Ozpin, who is still bleeding from the gun shot, and starts healing him with his Other powers like he did with Blake a week ago. "Thank goodness for being the physical, on-the-road manifestation of your insurance. Though I'm sure this will still cost ya." He joked to keep the tension light while healing the professor.

"Less talking, more healing." Ozpin instructed.

"Hey. I just got my degree on healing people using some mystic, spider powers. Don't rush me." Peter again joked, causing Ozpin to groan while being healed.

* * *

 **Emerald Forest**

Out in the green wilderness that is Emerald Forest, Captain America, Ruby, and Jaune are already on hot pursuit on the assassin that tried to kill Ozpin not long ago, avoiding tree trunks and bullet shots from the hit man.

"Jaune! Throw your shield to those leaves!" Cap instructed Jaune, pointing to a cluster of tree leaves on top of a tree branch a few feet from the assassin.

"Got it!" Jaune throws his shield at the branch, which indeed causes the leaves to fall above the hit man, only for him to roll under them, but it was all a distraction so Cap can throw his own shield at the masked man, but he easily catches and throws it back at Jaune, knocking him down to the ground.

"I'm okay!" Jaune shouted to assure he's not dead to his allies

"Jaune!" Ruby shouted with her head turned to him while she runs. She angrily turns back at the hit man, who is still running away from them, and uses her speed to catch up to him, but with the use of his bionic arm, he raises it straight horizontally and blocks Ruby, causing her to flip and crash down to the leaves on the ground.

"Ruby! Are you alright?" Cap shouted as he takes a quick pit stop to check on her.

"I'm fine! But he's getting away!" Ruby told the captain, pointing to the assassin running up to a cliff.

"Cap!" Jaune throws Cap's shield back to the avenger, and with a quick nod back to his student, he quickly continues his chase with the masked assassin, throwing his shield at a couple of tree trunks, causing them to ricochet repeatedly before it hits the assassin's mask, causing the entire thing to fall as the assassin finds himself at the edge of the cliff.

He stands there, waiting for Captain America to catch up, and as he does, the assassin slowly turns his head around to the captain, where Steve is completely shocked to find out it's a goblinfied version of his old WWII partner, Bucky. "…Bucky?" He asked his older partner, still stunned at who he's looking at.

"Who the hell's Bucky?" His infected partner asked him, pointing his gun at Steve. He fires a shot, but Steve was able to block it with his shield, but it only served as a distraction to allow the Winter Soldier to escape by jumping off the cliff, and just as Cap runs up to his spot, he's gone.

Steve pants heavily while staring at the bottom of the cliff, wondering where Bucky went. After a few seconds, both Ruby and Jaune managed to catch up to the soldier. "Cap! Are you okay? Where's the assassin?" Ruby asked her mentor.

"That wasn't any ordinary assassin. It was Bucky." Cap told them, with the name shocking them to realize it was his old partner that tried to kill Ozpin. "Let's head back to the school and check on Ozpin. See if he's okay. And figure out what's going on." He said to his students.

"Got it. Let's go." Jaune agreed, as he and Ruby run back the way they came, with Cap joining them after he silently stares at the empty abyss below the cliff for another second.

 **BGM Ends**

* * *

 **Ozpin's Tower**

Back at his office, Ozpin is fully healed thanks to Peter, wearing a bandage over his shoulder to help relive any more pains he might feel. He is seen sitting on his chair, meeting with Peter, Glynda, Captain America, Ruby, Jaune, and Black Widow, who decided to join when she heard that the Winter Soldier is now in Remnant.

"So that was your old partner during the war, Bucky Barnes, correct?" Ozpin asked the captain.

"Yes. Also known as the Winter Soldier: A dangerous fighter and a master assassin who was kidnapped and used by Hydra after the war, but was freed many years later thanks to me." Steve informed him.

"And now it would seem he has new people controlling and using him." Glynda spoke up while standing beside Ozpin.

"Goblin." Ruby answered with an angry look on her face.

"Guess Goblin and Hydra managed to locate and recapture the Winter Soldier and infected him with the Oz formula, turning him back to a weapon of mass destruction." Black Widow said.

"So Goblin now has his own, personal assassin that could kill people before they could even blink and drink their coffee. Perfect." Peter said sarcastically.

"Why would the Winter Soldier, or more specifically Goblin, want to kill you?" Jaune asked the Beacon Headmaster.

Ozpin sighed. "Wish I knew the answer to that myself."

"It doesn't matter. We have to find Bucky and help him break free from Goblin's control." Steve said. "He's already been used once for years by Hydra. I can't let him be used again!" He declared.

"We understand your feelings towards this, Captain, but who knows where he is and what Goblin is planning to do with him." Glynda told him.

Before they could continue their discussion on what to do next, Black Widow gets a call from Nick Fury. "It's Fury." She said as she answers the call, opening up a holographic screen from her watch to show Nick Fury's face.

"Fury. What's going on?" Steve asked the Director on his sudden call.

 _"_ _What's going on is that I'm having trouble contacting Ironwood and the rest of the Headmasters from their respective academies."_ Fury answered them, getting a rise from everyone inside Ozpin's office.

"What do you mean, Fury?" Ozpin asked the Director.

 _"_ _Me and Ironwood were supposed to talk tactics on how to deal with the Goblin Nation's army, but he never showed up to the meeting. Last sightings of him was back at his academy while the rest of the students are on Earth. The same thing could be said for the other headmasters, as I've been having trouble trying to call them but something is jamming my signal."_ Fury informed them.

"It must be Bucky." Cap told him.

 _"_ _The Winter Soldier? You mean to tell me he's on Remnant now?"_ Fury asked, a bit surprised to hear that name.

"And it would appear he's been infected by Goblin, Director." Natasha added.

 _"_ _Great. That's what needed."_ Fury said sarcastically. _"The most dangerous assassin on Earth targeting the headmasters of Remnant. What is Goblin planning now?"_ He asked everyone.

"Not a field trip to the museum, that's for sure." Peter joked.

"You don't think they're dead, do you?" Ruby asked Peter.

"Not at the moment. If Goblin kidnapped them for some strange reason, he might be torturing them or something until he's done with them. That's how he's always is." Peter told his allies.

"I'll organize a team of two to each academy. Find some clues that we could use on what's Goblin current plan is, and what might have happened to the other headmasters." Steve started giving a plan to his allies in the room. "Thankfully, the public doesn't seem to know about this yet, so let's find them before we have panic across the streets."

"Good thinking, Captain Rogers. Let's just hope we find the others before it's too late." Ozpin said, earning a nod from Steve as they begin with the operation.

* * *

 **Mistral, Haven Academy**

Inside the hallways of Haven Academy, which is devoid of other people since they are either on Earth or fighting the Goblin Grimm that's been spotted outside the kingdom, Pyrrha Nikos is walking through hallway, wearing a slight redesign of her regular armor, with the major difference are the golden plating covering her arms and legs, almost similar to Thor's costume.

She walks through the hallways seemingly alone, that is until she starts to get a little annoyed about what's above her. "Can't you walk around like a normal person?" She asked Spider-Man, who is crawling on the ceiling, without looking up to face him.

"Pyrrha, I got bit by a radioactive spider that gave me a plethora of spider-like powers. Normal is the last thing I am." Spidey replied to her. "Nice new outfit, by the way." He complemented her new look.

"Thanks. Though I wished I went to you first to make my new armor with those 'Unstable Molecules' you used for your team's outfits." Pyrrha said to Spidey, who finally decided to drop down from the ceiling and walk like a normal person.

"Your fault, not mine." Spidey said.

"Got that right." Pyrrha said, with their walk leading them to a pair of wooden double doors, prompting them to stop. "Sense anything?" She asked the hero with the spider-sense.

"No. Nobody's home." Spidey said, and with little hesitation, he gently opens the doors to Professor Leonardo Lionheart's office, the headmaster of Haven Academy, with the office looking a little messy as if there was a fight, or something else. "Yo. Professor L. You here?" Spidey asked as he and Pyrrha entered the messy office. "It's the Amazing Spider-Man and his lovely sidekick to check if you're okay!"

"Very funny, Peter." Pyrrha said, not amused of being called a sidekick.

The two search through the messed up office to find any clues on Lionheart's current whereabouts, searching through the scattered books, desk, papers, anything they could find and reach. "This place is a mess. Do you think there was a fight in here?" Spidey asked Pyrrha as he crawls up the walls to find any clues.

"If this Winter Soldier guy is as good as you and Cap say, then I doubt it. It's almost like someone was trying to find something here." Pyrrha said, looking through Lionheart's bookshelves. "Pete. Found anything with your spider-sense?" She asked the hero.

"Not really, because I sort of forgot to use it." Peter replied, having for some reason forgot to use his most powerful weapon.

"Are you serious?!" Pyrrha shouted, flabbergasted that he forgot to use his extra senses.

"Hey. I'm using it now. Don't start yelling at me." Spidey responded, using his upgraded spider-sense as an X-Ray to see through objects, and in a few seconds, he found a secret, sliding door behind the walls of the room. Using his amazing strength, Peter easily opens up the door hidden in the wall to reveal a secret hallway adjacent to the office. "Yay. Look what I found." Peter said, mimicking a happy little boy.

"A secret chamber? Why does Professor Lionheart have one in his office?" Pyrrha asked the Webhead.

"He must have a secret beer cellar he's been hiding from the other teachers and never told anyone else about it." Peter joked, getting a chuckle from Pyrrha.

"I don't think that's the case." Pyrrha commented.

Peter takes a step forward inside the secret hallway. "Want to come? Who knows what sort of traps and hidden surprises we might find in here?" He asked the redhead.

"I'm good. Thanks. I'll stay here and keep searching for clues." Pyrrha said, rejecting the offer to join Peter searching through the mysterious room.

"But you might miss all the booby traps." Peter said, trying to convince her to join him.

"Maybe next time when it's a little less dangerous." Pyrrha said with a smile.

"Whatever. I'm gone." Spidey said, turning around to start his walk inside the secret chamber. "Don't be mad if I find something cool in here!" He shouted, with his voice getting quieter and quieter.

"Yeah right." Pyrrha said while sitting on Lionheart's desk. She turns around and finds a pen that mysteriously showed up on the desk. "That's odd. This wasn't here before." She picks up the pen, and the moment she did, the little thing starts to shock her with electricity, enough to knock her out cold.

Walking into the office, the Winter Soldier stands in front of the unconscious Pyrrha. "Sleep tight, princess. For now, I have business with someone else." He said, turning his face to the opened chamber door that Spider-Man had just opened not long ago.

* * *

 **Secret Chamber inside Lionheart's Office**

All alone in this empty and lit up chamber, Spider-Man crawls through the ceiling as he gets deeper and deeper inside the chamber. "Phewee. This place is dusty. I wonder what ol' Lionheart has in stored here that seems so important?" He asked himself as he continues crawling on the ceiling. "Ozpin told me, before I left, about him having doubts about this guy. What he meant by that? I have no idea. Seriously. Why do the adults never tell me anything? Is it because I can't be trusted and would run my mouth to just about everyone I meet? That can't be the case, right? I'm an excellent secret keeper."

At the end of the curved hallway, Spider-Man finds himself in a circular room containing a small, jellyfish-like Grimm that hasn't been corrupted by Goblin and is floating in mid-air.

"Is that a Grimm?" Spidey asked himself, hopping down from the ceiling. "It's no Grimm I ever saw, and from the looks of it, it appears to be normal. Not infected by Goblin's formula. I wonder what could it be?" The brave hero moves closer to the Grimm, using his spider-sense to keep him informed if he might get attacked or not. "It seems harmless." He starts poking on the sphere. "Eww. It's all gooey, icky, and feels like Venom after a bath in the Hudson River. What does this thing do exactly?" He asked himself.

As he continues to poke the Grimm sphere, a red smoke-like substance starts to form inside the sphere. "Gah! I didn't touch anything!" Spidey said, taking a step back from the Grimm, with the smoke starting to form an image of a white face woman, covered in deep red and purple veins that run up her arms and face, and her eyes having red irises and black sclerae.

 _"_ _Leonardo. Do you have anything to-?"_ The woman stops talking as she is surprised to see Spider-Man from whatever she's communicating from. _"What the?! Who are you and how did you gain access to this room?!"_ She started questioning the hero.

"The front door was unlocked when I was delivering the pizzas. So are you the one who ordered the pizza with pepperoni or garlic?" Spider-Man joked, starting to irritate the woman from the other line. She uses the sphere Grimm's tentacles to start attacking Spider-Man, but the hero easily cuts through all of them with his retractable talons on his fingertips.

 _"_ _What the?!"_ The woman sounded shocked that he easily cut through the Grimm's tentacles.

"So is that a no on the garlic?" Spider-Man asked, still continuing on with his pizza joke.

 _"_ _Wait…"_ The woman takes a closer look at Spider-Man's costume from her own location. _"You must be the Spider-Man I've been hearing about lately. I'm impressed you managed to find this place and destroy the Seer's tentacles so easy."_ The woman weirdly complemented the hero with a creepy smile.

"Anything to impress an old hag like you." Spidey said, angering the woman from the other line. "So before I ask you what pizza you ordered, care to tell me your name first, clown face?" He asked the lady.

 _'_ _Her name is Salem.'_ Suddenly, Ero starts talking to Peter through his mind.

"Salem? This old hag?" Peter points back to Salem, who looks a little confused on who he's talking to.

 _'_ _The same one. The master of the Grimm. The fearful witch of this world that wants to destroy all of humanity.'_ Ero informed Peter of who he's talking to. _'She and Ozpin has been enemies for thousands of years, always seeking to find the Relics and use their power to take over this world.'_

"Thousands of years? Ozpin? Why am I not surprised? He always did have that Captain America smell on him like he existed for god knows how long, and this nanny looks as ugly as the Red Skull. Probably smells as bad as Logan too." Spidey chuckled, continuing to irritate Salem, not only from his insults, but also because she's being ignored and wishes to know who in the world Peter is talking to.

 _'_ _Ozpin was the one who gave the first Maidens their power, and has been cursed by the gods to reincarnate into a new vessel after failing to stop Salem in the past.'_ Ero continued explaining the story between Ozpin and Salem to Peter, who is casually taking all this in since it's really nothing new with the crazy adventures and people he met back on Earth.

"And you know this how…?" Peter asked his Other, ignoring Salem's calls for him.

 _'_ _Remember, we are the weavers of the web of time, holding ancient knowledge as old as time itself, and you are the reincarnation of the Great Weaver, who great web spreads throughout the multiverse. We know everything about each world's past, present, and future, along with its people.'_ Ero explained to Peter.

"Makes senses. I think. Probably." Spider-Man said so casually.

 _"_ _Young Spider, I ask you again: Who were you talking?"_ Salem asked him, a bit irritated at him ignoring her for the hundredth time.

"Huh? You said something Salami?" Spider-Man mocked her name.

 _"_ _It's Salem!"_ She said annoyed, as no one has never annoyed her this much before besides Ozpin in the past. _"And it's the last name you'll ever hear."_ She threatened Spider-Man, who measly yawns at her threat to further irritate her.

"Thanks! So, crazy old clown lady, tell me more about yourself. So what's your favorite color? What songs do you like listening to on lonely evenings? Where are you currently hiding?" Spider-Man asked in rapid succession while making gestures on his spot. "You can skip the first two questions if you like." He told her.

 _"_ _Hmph. And what makes you think I'll fall for such a childish scheme?"_ Salem asked, looking very confident and serious from her Grimm communication creature.

"Can I take a selfie?" Peter suddenly asked her.

 _"_ _Huh?"_ Salem asked confused from that out-of-left field question, giving Peter enough time to go behind the Grimm and take a selfie of himself and a confused Salem, while also making horns using his fingers, using his Webware device.

"Done. This will look great for my photo album." Peter said, infuriating Salem like you wouldn't believe.

 _"_ _What kind of child are you?"_ Salem asked the boy, as his actions are so unpredictable, not even the witch herself could determine his next move.

"The smart and dashing kind." Spidey said proudly while pointing to himself. "But that's enough of embarrassing you. What have you done to Professor Lionheart, Salami?" He asked the witch, getting back on topic.

Before Salem could give him an answer, Peter's spider sense tingles to a dart about to hit him from behind, but easily dodges it. "Nice try! Now will you give me an answer or not?" Peter asked her again, thinking she was trying to kill him with that attack.

 _"_ _That wasn't me."_ Salem told him.

"Wait? What are you-?" Spider-Man was going to finish his question on what she's talking about, until the dart that tried to kill Peter explodes into a green gas enveloping the room, causing Peter to cough badly. "Ah man…This smells…Where's the air freshener…" He suddenly gets sleepily and falls to the ground unconscious, leaving Salem from across the line by herself, just as confused as Peter not long ago.

 **BGM-Dragon Ball Super OST-A Bad Premonition**

"Hmm? That's strange. The boy didn't change…" A sudden Winter Soldier walks up to face the unconscious hero and Salem. "I'll have to bring him back to the king for further analysis."

 _"_ _Now what's going on? Who are you, because I can tell you're not in league with the boy?"_ Salem asked the infected Winter Soldier.

"I'm just a ghost, lady. Ghost of the forgotten world. But there is someone who has been wanting to meet you for a long time." Goblinfied Bucky told Salem.

 _"_ _Who…?"_ Salem asked him with a serious look on her face.

Bucky takes a step back, gesturing with his hands and arms as if something, or someone, is trying to take control of his mind. Salem silently stares at the Winter Soldier, who's head is faced down to the ground, and a faint laugh is heard from him, but his voice is completely different from the way he spoke before, almost as if he's a new person altogether.

 ** _"_** ** _It's so nice we FINALLY get to meet, eh Salem?"_** This new voice, coming from the body of Bucky, speaks to Salem using the Seer Grimm.

 _"_ _Who are you?"_ Salem asked him, not in the mood for games.

 ** _"_** ** _Ah, you're an impatient one, are you? Fine. Allow me to introduce myself: I am the Goblin King, through voice though, as you can see, this isn't exactly my 'going out' body."_** Goblin said through Bucky's body, ending with a chuckle.

 _"_ _So you're the guy everyone's been talking about lately. I am quite impressed at your ability to use those that you have infected and control their heart and mind, as if they are your own."_ Salem complemented his powers.

 ** _"_** ** _Ah, thank you. I don't normally take complements from my inferiors, but I'll make an exception for you."_** Goblin said with a grin, already irritating Salem, just like how Spider-Man made fun of her not long ago.

 _"_ _Inferior? You actually have the nerve to call me that?"_ Salem asked him a little angry from his comment.

 ** _"_** ** _Of course I do. You're nothing compared to me…"_** He said with a chuckle. **_"Or the boy."_** He said, putting his foot above Spider-Man's back.

 _"_ _What do you mean by that?"_ Salem asked him.

 ** _"_** ** _I'm here to make a proposition, Salem. As you can see, I pretty much have this entire world under my heel, and soon, it will all burn away into nothingness."_** Goblin started talking to give Salem an offer. ** _"Now I'm sure you don't want to be part of that catastrophe, ending your thousand-year record of living, so I propose you join me as my queen. If you do just that, not only will you get to rule Remnant and remake it in your image, but you get to have those oh-so special Relics you've so DESPERATLY been spending years of trying to collect and FAIL time and time again. Now, isn't that a wonderful offer? I would've also given you a dead Ozpin, but as always, the Spider had to interfere at the last second. You don't even have to pay me back."_** Goblin finished offering his offer to Salem, who thinks about it for a second before arriving at a conclusion.

 **BGM Ends**

 _"_ _It really does sound like a wonderful offer, but I'm afraid I have to decline. Knowing your dangerous mind, you would probably infect me with whatever you used to change the White Fang and most of my Grimm."_ Salem rejected his offer, but the Goblin-possessed Bucky still has an evilish grin on his face.

 ** _"_** ** _Hehehe. I had a feeling you'd say that. Quite a shame really. The two of us are almost kindred spirits, just as the Spider and ol' Ozpin are as well. Unfortunately though, both you and Oz are still greatly inferior to both me and the boy. So much so, that I keep on laughing at the thought of such 'lesser' people."_** Goblin said with a small, but eerily chuckle.

 _"_ _What are you babbling about?"_ Salem asked him, wanting to know what Goblin is trying to refer.

 ** _"_** ** _You and I, we hate Ozpin and the Spider respectively. And yet, there's still that great something that divides both me and the Spider from you and Ozpin."_** Goblin said to her.

 _"_ _And that is…?"_ Salem asked him.

 ** _"_** ** _You both are weak."_** Goblin told her.

 _"_ _Weak? How dare you call me that?"_ Salem asked, taking offense to that statement. _"Me and Ozpin have been bitter enemies for thousands of years. He's extremely arrogant. Doesn't know when to quit. His very existence fuels my endless rage and hatred for him and the world he so desperately tries to protect. He's the weak one. Not me."_

 ** _"_** ** _And the thought that you're the weak one has never crossed your mind? You're the arrogant one here. You don't know the first thing about rage and hatred."_** Goblin said to Salem.

 _"_ _Hmph. And I suppose YOU know the true definition on the terms?"_ Salem asked the Goblin.

 ** _"_** ** _Absolutely."_** Goblin answered. **_"Unlike you and Ozpin's thousand-year struggle and hatred between each other, me and the Spider, our hatred for one another echoes throughout time and space. Different worlds, with different Spiders and Goblins, all spread throughout the multiverse. Though the same thing COULD be said about you and Ozpin, one thing is for certain: You will always be inferior to our combined hatred. Do you want to know why?"_** He asked her, but Salem chose to remain silent, wanting to hear whatever ridiculous answer he has ready for her.

 ** _"_** ** _You and Ozpin don't take the risks needed to push yourself for victory, unlike me and the boy."_** Goblin chuckles for a second. **_"You set a limit for yourself, knowing that you could do so much with your 'limited' power, in which the same could be said for dear ol' Ozzy as well. You fools don't have the potential to go beyond your limits. EVOLVE pass them. That is why neither you or Ozpin will ever get the upper hand against one another, because you BOTH don't have what it takes to rule or achieve victory."_** Goblin chuckles again, which starts to get on Salem's poisoned nerves.

 ** _"_** ** _You have lived for thousands of years, but tell me, what have you ACTUALLY accomplished during that LONG time-period: Secured the relics? NO. Found the four Maidens? NOT REALLY. Conquered the world? YEAH RIGHT."_** Goblin starts laughing, angering Salem more and more by reminding her of each failed attempt of achieving power. **_"Unlike you, I have managed to do that and so much more in less than a YEAR! If I wanted to, I could gather the relics right now, since I have the power of all four Maidens within me. And I've already infected TWO WHOLE WORLDS in the multiverse already. Billions upon billions of people, now under my rule. And soon, both this world and my world will be utterly obliterated, and remade into the new world order. How? It's because I take the extreme risks for victory. Evolve pass my limitations to become something greater. You don't have the guts to become this great, you weak-minded buffoon. I'm risking to destroy the ENTIRE MULTIVERSE to achieve my goals! Would YOU and your so-called 'hatred' go that far to achieve yours, even if you might die at the end?"_** He asked, further angering Salem from his continuous insults. **_"You want to destroy humanity. Want to 'snuff' out their hope. But just like humanity, just like Ozpin, you are frail and simple-minded._**

 _"_ _WHAT?!"_ Salem shouted angrily, but Goblin didn't mind.

 **BGM-Dragon Ball Super OST-Jiren's Power Unleashed**

 ** _To destroy hope, you must bring despair…"_** As he continues talking, the shadow of the real Goblin King starts to take form besides the controlled Bucky Barnes, mimicking all his actions. ** _"To bring despair, you must deliver chaos and destruction. To deliver chaos and destruction, you must know what emptiness and misery is all about. It's all within the circles: Circles of life. Circles of death. Circles of Hell. Circles of pain. Circles of responsibility. Do you get what I'm saying?"_** He asked Salem, who is probably, for the first time in her life, at a loss for words. No retort, no reply, she just stays silent, since she doesn't know if she could call him crazy, or wanting to admit he does have some point in what he's talking about. **_"Should've known. You have lived thousands of years, but still haven't learned a thing about yourself or the world, have you? Even my son here knows what I'm talking about."_** He moves his feet over to the unconscious Spider-Man on the ground. **_"Assuming he wants to accept it and his true role and purpose."_**

 _"_ _True role? True purpose?"_ Salem asked him what are the meanings of his comment.

 ** _"_** ** _This boy is a lot more special, if you haven't realized it by now. Unlike the Relics, he has more value than anything else in the universe, and is the true key in changing the world."_** The mind-controlled Bucky walks over to Salem's Seer and grabs it with his bionic arm. **_"But I'm afraid we'll have to end our conversation for now. I have some Headmasters and Academies to destroy. Remember, I am always watching you. No matter where you go, no matter what you tell yourself, you are just as pathetic as those you so love to hate. I can see it in your eyes. I know more about you than you could ever know about yourself. Take care, worthless life form. I will always be watching, in your nightmares."_** And with that closing statement, Goblin mentally told Bucky to crush the Seer with his robot arm into pieces, throwing them to the ground.

 **BGM Ends**

"What should we do with the kid?" Bucky asked the king in his head, now back in control of his body and mind.

 _'_ _Take him with you. I want to figure out why he hasn't changed yet.'_ Goblin replied to him.

"Understood. Be back in a few." Winter Soldier said before he grabs the unconscious Spider-Man.

* * *

"Uhhh…" Pyrrha groans as she slowly gets up from the ground, shaking her head after being shocked out cold. "My head…What shocked me?" She asked himself before getting a sudden realization. "Peter!" She turns around to see that the secret chamber from before is still open and runs in to see if Peter is okay.

After running for a minute, Pyrrha reaches the circular chamber, only to find nobody and nothing, except for the big Goblin Nation symbol painted onto the wall, with the words "GOT SPIDER AND OTHER HEADMASTERS! THANKS FOR THE GIFTS!" "Oh no. This is bad. I got to call the others." Pyrrha said to herself.

* * *

 **Above Remnant's Oceans in the Avenger's Quinjet**

"Is this true? Spider-Man's been kidnapped?" Captain America asked Pyrrha through the ship's communication. Sitting beside the captain is Black Widow, along with Ruby and Jaune sitting behind them, listening to what Pyrrha has to say.

 _"_ _Yeah. Goblin kidnapped him, along with all the other missing Headmasters."_ Pyrrha informed them of the situation.

"Oh no. Peter…" Ruby said, sadden by the news.

"Pyrrha! Do you know where he might've taken them?" Jaune asked his teammate.

 _"_ _No I don't. Sorry."_ Pyrrha apologized.

"This isn't your fault, Pyrrha. Don't blame yourself for Spider-Man's kidnapping. We'll find him and the others in no time. Just head back to Beacon." Captain America assured the worried redhead.

"Easier said than done." Black Widow said while using the jet's tracking device to locate Peter, but to no avail. "Something's jamming any signal to track down Spider-Man's suit or Webware. He could be anywhere on Remnant or on Earth."

"Or somewhere else in the multiverse?" Jaune added, receiving a punch to the shoulder by an annoyed Ruby. "What?"

"I've known Spider-Man for a long time. I'm sure he'll have some way to contact us. But for now, let's keep searching and track down his signal." Captain America said, flying through the skies of the world while trying to find Peter's signal.

* * *

 **Abandoned Missile Silo**

At an abandoned missile silo somewhere in New Jersey, the Goblin King is seen checking on the status of his four missiles, each one having an unconscious headmaster locked to the exterior of the missile, with the Winter Soldier locking up the unconscious Spider-Man to the last one.

The goblinfied leader of Hydra, Madame Viper, walks into the room to check what her master is doing. "I heard there was trouble, my lord?" Viper asked the Goblin King.

 ** _"_** ** _Yes, and it involves the boy. I just can't seem to figure him out."_** Goblin told her, referring to Spider-Man.

"What do you mean?" Viper asked.

 ** _"_** ** _I just injected enough of my ISO-Oz formula into his systems that could convert a dozen Hulks, and yet there appears to be no changes in his DNA whatsoever."_** Goblin informed her of the situation.

"How come? Is it because of the new powers you told me about?" Viper asked.

 ** _"_** ** _No. It's not that. It's something else entirely. It must be because of that weird anomaly I analyzed from his DNA before. It's making him immune to my formula somehow. I still don't understand what it is about him that makes the boy so unique, but whatever the case, he's the key to our future. The Ultimate Weapon."_** Goblin told her just as the Winter Soldier walks up to meet them.

"And you're attaching him to a missile why?" Viper asked him.

 ** _"_** ** _Just for fun, I guess. Knowing the boy's luck, he has a 50/50 chance of surviving, and he usually does. But I want to further test that to its utter limit."_** Goblin said with a smile as he continues typing on the holographic key board controls.

Unknown to the villains, despite Peter knocked out and unconscious, his Other, Ero, is still kicking, creating an astral form of his monstrous Spider-Man form beside the hero. _'Guess you'll need my help. Again. This is what happens when you don't close your mouth.'_ Ero said to the unconscious Peter. _'I'll be right back.'_ And in a flash, he vanished.

* * *

 **Back in the Quinjet**

"Anything?" Ruby asked Black Widow, with the Russian spy still trying to trace Spidey's current location.

"Nothing. Still can't bypass whatever's jamming his signal." Black Widow replied to the little red hood, getting her depressed.

Jaune walks up to Ruby to comfort her. "We'll find him. Don't you worry. Like Cap said, he's probably already has a plan to contact us any second now."

 ** _"_** ** _You're a lot smarter than I give you credit for."_** Ero suddenly appeared inside the Quinjet, taking his usual, monstrous Spider-Man form with the six arms and fangs.

The four currently inside the jet are a bit take back by this cosmic entity showing up out of nowhere. "Who are you?" Captain America asked Ero.

"Wait. You're Spider-Man's Other. The one from the temple." Ruby said, recognizing the Great Spider-Totem.

 ** _"_** ** _Indeed. It's been a while, but we don't have time to catch up."_** Ero said, wanting to get straight to the point. **_"Spider-Man is currently being held up at an abandoned missile silo in New Jersey. He and the other kidnapped Headmasters are tied up to missiles and are about to launch at each Academy in Remnant. You must hurry."_** He informed them.

"But why? I thought the Day of Reckoning wasn't for another three weeks for him to start attacking the world?" Jaune asked the cosmic spider god.

"It is. This is just Goblin's way of passing the time until then." Widow told the boy.

Ruby snarled to hear how sadistic and merciless Goblin could be. "Osborn…"

"Come on. We should hurry. There's no telling when he'll fire those missiles." Cap said.

Ero nodded in agreement. **_"Agree. I'll head back to the Spider. I can't stay in visible form for so long without him. After all, I am him."_** He said before disappearing into thin air.

"Hold on, Spidey. We're coming." Ruby said, as Captain America activates the inter-dimensional transporter that was installed in the Quinjet thanks to Tony Stark, sending them back to Earth in a flash.

* * *

 **Missile Silo**

Just as Ero returned back to the unconscious Peter, Goblin and the Winter Soldier are about ready to fire their missiles onto Remnant using portals he has opened up with his magnificent ISO-Oz Sapphire. Goblin chuckles, **_"I can't wait until I see this beautiful gem reach its full potential soon."_** He said while looking at his green sapphire with a big grin on his face. That grin immediately disappears as the base's alarms start blaring red. **_"Viper! Report!"_** He asked Madame Hydra through his earpiece.

 _"_ _My king. The base is under attack. Captain America and some of his Avengers are currently raiding the base."_ Viper told his king.

"How did they find out?" Winter Soldier asked his liege about how Cap was able to find them.

Goblin turns his grinning attention to the unconscious Spider-Man attached to a missile. **_"Must be the Spider. I don't know what or how, but it frankly doesn't matter now."_** Goblin said before turning his attention back to his earpiece to continue his conversation with Viper. **_"Viper. Keep the heroes busy as long as possible. If one of them manages to bypass you, Winter Soldier will be here to finish the job."_** He ordered.

 _"_ _Understand, my king. Viper out."_ She shut off her communications.

Goblin turns his attention to the Winter Soldier. **_"Start activating those missiles. Meanwhile, I'm going to enjoy the fireworks at the comfort of my throne."_** He said with a laugh, teleporting out of the base, just as Bucky starts activating the missiles.

* * *

 **Somewhere else in the Missile Silo**

Captain America, Ruby, Black Widow, and Jaune are fighting off dozens of infected Hydra goons and robots as they make their way to the center of the base where Spider-Man and the other Headmasters are locked up to missiles that could launch at any moment.

"Cap! You and Ruby go one ahead! We'll hold back these clowns!" Black Widow said to Cap as they fight off some more enemy soldiers.

"Understood! Let's go, Ruby!" Cap said to the little girl.

"Right!" Ruby said, with the two leaders from alternate dimensions continue running through the base, leaving Black Widow and Jaune to finish off the lackeys.

Just as they entered the main control room where the missiles are being held, they are too late as they see Winter Soldier putting in the last code to launch the Headmaster-attached missiles through the portals leading back to Remnant. "Oh no! We're too late!" Ruby shouted as she sees Spider-Man's missile also leaving for Remnant.

"No we're not!" Cap said, taking out his Avengers ID card to contact another dimension. "Iron Man! You got missiles with hostages headed your way! Disarm them and rescue them quickly!" He ordered Stark.

 _"_ _Got it, Cap! We already have a team in pursuit!"_ Tony replied through the ID card.

The goblinfied Bucky laughs towards his old partner. "They won't succeed. It's hopeless."

"It's never hopeless. I thought I taught you better than that, Bucky." Captain America said to the ghost soldier, as he and Ruby get into fighting position. "It's time I jog your memory of who you really are. I've done it before, and I can do it again."

"Bring it on, old man, because I'm not going to make it easy for you." Winter Soldier said, taking out his combat knife.

"Then it's a good thing he has a young girl like me to keep him on his toes." Ruby said, with she and Steve starting to fight against the heavily armed and merciless Winter Soldier.

* * *

 **In the skies of Remnant**

 **BGM-Sonic Forces OST- Arsenal Pyramid (Outside)**

The missiles from Earth have just entered the world of Remnant above the ocean, and are heading towards each Academy in the world with their respective Headmasters attached to each one, with the exception of Ozpin, who was replaced with Spider-Man after the failed assassination attempt. To disarm the missiles and save the hostages, Iron Man and Falcon are flying through the air to catch up with the missiles, with Weiss, Nora, and Ren (The last two wearing new outfits) chasing them down with the auto-piloted Quinjet.

 _"_ _We're in position. What's the plan, Tony?"_ Weiss asked the armored playboy on how to stop the missiles.

 **"** **Those are heavy payloads headed for each Academy. They're state of the art. We need to take out their thrusters, then the detonator in half a second."** Iron Man explained the plan to the team.

"Not before we rescue the hostages first!" Falcon added to the plan.

 **"** **Right! One of us will disarm the missiles while the other rescues the hostage!"** Tony further explained the plan to everyone. **"Let's go heroes! We have about two minutes before they reach each respective kingdoms!"** He said, powering up his jet boots to reach one of the missiles in time.

Using the Quinjet, the trainee Huntsmen reach the missile that's about to reach Vale, the one that has Spider-Man attached to it. Weiss opens up the hanger as she uses her glyphs to launch herself to the chained-up Spider-Man outside the hull of the missile.

"Peter! Peter! Wake up!" Weiss continuously shakes Spider-Man to get him to wake up.

Slowly, but surely, Spider-Man's eyes slowly open and turns his attention to Weiss while still looking a little sleepy. "Hey there ugly…" He said to Weiss without thinking.

"WHAT DID YOU SAY?!" Weiss shouted in fury towards Spidey, instantly waking him up.

"Wait! Weiss! What's going on?! Where am I?! Why am I attached to a missile?!" Spider-Man asked as Weiss breaks off his chains with her energy rapier.

"I'll tell you later!" She said, still sounding a little angry from his unintentional insult. She pulls on Spider-Man's ear as some sort of revenge and uses her glyph to launch themselves back to the Quinjet, just in time too, as Nora loudly falls from the jet and takes out her hammer to destroy the thrusters, then switching to grenade launcher mode to launch herself vertically in the air and again uses it to destroy the detonator, with the explosion from the missile launching her back to the hanger of the ship.

"That was awesome! Let's try it again!" Nora said, still somehow retaining a happy attitude from that extremely reckless stunt.

"How about never?" Ren told her, slightly depressing her as the ship heads towards the second missile.

Back with Iron Man and Falcon, since they are using hi-tech flying suits, they were easily able to catch up to one of their missiles, with Iron Man rescuing General Ironwood from his captivity. **"You okay, Jimmy?"** Tony asked the General.

"I'm fine! Just get me out of here!" Ironwood said, with Iron Man carrying the general back to the Quinjet, just before he blows up the missile that was fired at Atlas.

Falcon uses his wings to cut off the chains holding Professor Lionheart to the hull. "Professor Lionheart! Are you hurt?" The winged hero asked the Headmaster of Haven Academy.

"I'm alright! Please! Get me out of here!" Lionheart said, scared for his life since he is standing on a missile.

"Will do!" Falcon grabs the headmaster and uses his wings to cut through the missile, causing it to explode before it could reach the kingdom. "Tony! I got Lionheart! How's that last missile?" He asked the armored Avenger, with him getting a response of the last missile exploding not far from him. "Never mind!" He said, as he and Lionheart enter the Quinjet through the hanger, with the Shade Academy headmaster already rescued thanks to the kids from Beacon.

 **"** **Cap. We did it. The hostages are rescued, and missiles have been destroyed. What's going on at your end?"** Tony asked the star-spangled hero through his comms.

 **BGM Ends**

* * *

 **Back at the Missile Silo**

 **BGM-Marvel vs. Capcom Infinite OST-Battle Theme #1**

Captain America and Ruby are currently going head-to-head with the ruthless and infected Winter Soldier inside the Missile Silo in New Jersey. "Still a little busy here, Tony! I tell you when it's over!" Cap said, as he and Bucky are in an intense one-on-one fight with each other, perfectly countering each and every move each player dishes at on another.

Bucky roundhouses Cap in the head, leaving him dazed long enough to be punched in the face by the ghost soldier's cybernetic arm. Ruby, from the side, immediately starts shooting energy pellets from her gun scythe at Bucky, but the Winter Soldier was able to block them with just his cybernetic arm. He then starts fighting Ruby with his combat knife, going head-to-head with her own scythe, but Bucky's superior strength proves too much for her that he overpowers her and kicks her to the ground.

Buck takes out his handgun, intending to finish the girl, but Cap shield bash his body to stop him from doing so. The two war buddies continue their fight between each other, with Cap throwing his shield at Bucky, but he easily deflects it with his left, robot arm, prompting Cap to bring out the fisticuffs and starts using his martial arts to fight against his old partner.

Ruby manages to get back up from the ground and rushes towards Bucky to help Cap. With the two of them working together, they were able to overpower Bucky just for a brief moment, with the soldier quickly ducking and sweep kick their legs, causing them to trip and fall. Buck kicks Cap in the face, flinging him across the ground. Before Ruby can pick up her weapon, Bucky kicks it out of her reach.

"Game over, little girl. Without that little toy, you're nothing-." Buck's taunting her weakness is interrupted as Ruby, using the martial art skills she learned from her training with Cap, drop kicks him in the chest, getting into a refined fighting stance for herself.

"You were saying?" Ruby teased him with a smirk. She uses her Semblance to quickly catch the Winter Soldier off guard and side kick his face, since he's only adapt to fighting her with her weapon, not without it. Ruby delivers a lengthy barrage of vanishing fast punches and kicks to different parts of his body to make up for her lack in power. With Bucky dazed and a weaken from all those quick attacks, Ruby performs two more kicks to the soldier, then flipping in the air and kicks him hard in the face, vanishing and reappearing right behind Bucky and kicks him in the back, causing him to fall onto the ground. The girl pants heavily, still not used to actual hand-to-hand combat. "Is that it?" She asked, thinking she won.

"Not quite." The Winter Soldier said, getting up from the floor with his handgun in his hand, pointing directly at Ruby, who is very tired to dodge anything he might throw at her. "End of the line, kid. You're done." He said, about to activate the trigger gun, but before he could do that, he is caught off guard by someone injecting him with the Anti-Goblin cure to his back neck.

 **BGM Ends**

"I guess we are done." Cap said, as he was the one to inject Bucky with the cure while he was distracted fighting Ruby. Bucky falls to the ground unconscious, with his skin tone and eyes turning back to normal. "Good job, Ruby. You really are getting stronger every second." Steve said with a proud smile.

Ruby smiles to herself while rubbing the back of her head, embarrassed. Before they could do anything, they are greeted by Black Widow and Jaune, entering the control room. "Jaune. Black Widow. Are you two okay?" She asked them.

"We're fine. Can't say the same for those who crossed our paths while trying to catch up to you two." Black Widow said with a smile.

"Yeah. What she said." Jaune said.

"Let's call in SHIELD to clean up the mess here and return to Remnant. Check out how everyone else is doing." Cap said, while putting Bucky's arm over his shoulder.

"Okay." Ruby said with a salute, as the heroes leave for a job well done.

* * *

 **Ozpin's Tower**

Back in Remnant, the heroes who were involved in this recent mission return back to Ozpin's office, including Bucky, who is slowly starting to regain consciousness, especially after hearing the insane laughter coming from some of the people inside the room, looking at the picture Spider-Man snapped during his brief conversation with Salem.

Qrow, Nora, and Spider-Man are the only ones laughing their butts off when looking at Salem's confused face when Spidey took the photo to make fun of her. Ruby, Weiss, Jaune, Pyrrha, and Ren can't help but have a few chuckles from it as well, leaving Ironwood and Glynda to simply face palm and shake their heads from just how silly this situation is, and Ozpin just sitting in his chair, drinking from his mug, minding his own business.

"Oh man! Oh man! I can't believe you actually did that!" Qrow said in-between laughter. "You need to send me that pic after this!"

"I will! I'll even edit her face to have a mustache!" Spider-Man said, causing Qrow to laugh again.

"Spider-Man. Do you have any idea what you just done?" Glynda asked hi, giving him the angry look behind her glasses.

"Piss off your world's most dangerous villain that existed for thousands of years? Yeah, I know exactly what I'm doing." Spider-Man replied to her.

"I'm surprised you're still alive." Ironwood said to the boy.

"I agree." Ozpin said. "It's not every day one of us actually TALKS to Salem and comes out completely unfazed. At least this way, we did learn that Lionheart was somehow in cahoots with her, but we'll deal with that problem later. But because of that reckless stunt you pulled, I'm afraid she's not going to let go of this insult that easily, and will now keep a closer eye on you. You just made a powerful new enemy, Spider-Man. Now Salem's not going to rest until she wants you dead completely. Take it from experience." He said.

"She'll have to wait in line, though. I already have a big list of bad guys who wants to have a shot at me and fail miserably." Peter replied, not really that fazed of making a new enemy, especially the type he's used to by now.

"What in the world is going on?" Bucky finally decided to speak up, gaining everyone's attention.

"Nice to see you awake, Bucky." Steve said to his old friend.

"Steve? What happened? What did I do?" Bucky asked, not remembering anything of what he did when he was infected with the Oz formula.

"Nothing you should blame yourself for." Natasha said to him.

"I almost did something terrible, didn't I?" Bucky asked while rubbing his face.

"Again. It's not your fault. Goblin had control over your body and mind. There was nothing you could do." Ironwood said to comfort the soldier.

Bucky sighed, still hating over the fact that he was going to do something very terrible, with Cap putting his hand onto his shoulder. "Don't worry, Buck. We'll make Osborn pay for using you like that. You have my word." He said to his old partner.

"Alright Cap. It'll be really good to fight by your side again. Just like old times." Buck said, giving Steve a handshake.

"I know." Steve replied with a smile.

"And with that, the day is saved once again." Peter said.

"Yup. I wonder what'll happen next." Ruby said.

"Nothing too crazy I hope. Which, in our life, is almost an impossibility." Weiss said.

"You got that right!" Both Peter and Ruby happily said in unison, causing Weiss to sigh from their insufferable good cheer.

* * *

 **Goblin's Pocket Dimension. Throne Room of his Neo-Oz Carrier**

Inside his throne room, the Syn Goblin King has been busy studying more of his opponents, this time taking a slight interest in Ruby Rose, studying her skills, powers, everything about her and her heritage, including those silver eyes of her.

 ** _"_** ** _Ruby Rose. Such a fascinating specimen. Although your latent potential is nowhere near as limitless or as developed as Parker's, it still surprises me that a little girl such as yourself have such a unique ability. A power to strike down even the most powerful of Grimm with a single look, and can damage even a weakling Maiden. Too bad I'll have to kill you."_** Goblin said while sitting on his throne and continuously watching video footage of Ruby's past battles. **_"I have no worry of your power. Unlike someone say Cinder, I am absolutely perfect in my power. Devoid of any weakness. Not even your silver eyes will save you from complete oblivion. And once all worlds are under my control, my power will be unlimited, and no one will be able to stop me. Not you. Not Salem. Not even Parker if he continues to refuse his birthright. I have seen it within the nexus of realities. I control the destinies of all worlds. It has always been my birthright. In time, all of reality will fear the name of the Goblin King. They will see. They will all see."_** He said before he goes another one of his maniacal laughters.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. So I got some bad news, some good news, and some more bad news. The first bad news is: We have only two weeks left until we all die. The good news is: Ryu showed up and is here to help us out. The second bad news is: He's already been infected with the Oz formula and turned him more demon like. Evil Ryu, you could say. Oh, and Red Hulk and Abomination are also infected too. What's next? We fight close to the core of the planet? That'll be ridiculous.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Wandering Destroyer_**

 **Yang: This isn't how I wanted our day to go out.**

* * *

 **KFX here: The next chapter might come out a little late since school finals are about to start, and I need to put all of my attention to that. As for this story, I can probably say we're like almost 2/3 done with this volume, meaning this story is almost over. The next few chapters should be pretty linear and should hurry up the story a little more until we reach the climatic battles to this war. Stay tuned.**


	74. Vol 3 Issue 17: Wandering Destroyer

_Vol 3 Issue 17: Wandering Destroyer_

 **Mistral, Branwen Tribe Camp (Two Weeks before Endgame)**

 **BGM-Ultimate Spider-Man Game OST-Venom Fight 3**

The sun over the world of Remnant is currently setting down, leaving a beautiful orange sky over at the horizon, too bad Raven Branwen, the current leader of her tribe, doesn't have the time to enjoy it. The last few months for her have been both terrible and weird. First, half of her tribe got wiped out by the playful and merciless Goblin King, getting herself involve in an interdimensional war. Then, she found out one of her subordinates and former Spring Maiden, Vernal, was killed by the Goblin, who absorbed her maiden power and left her as an empty husk by the time she found her dead body in a dark forest. And now, she's fighting for her life at her own hideout, which has just been invaded and devastated by some of the Goblin King's forces, killing even more of her tribe.

While the rest of her tribe retreats from the battlefield now that their home is lost, Raven is currently fighting evenly with the ring leader of the attack, who seems to be a master in the martial artists and is incredibly bloodthirsty, which gives him an edge in the fight and knocks her away with a punch to her gut.

Raven, who has already lost her mask during the fight and has suffered from wounds and bruises, pants heavily to herself, with her sword still in hand. _"Damn. I really underestimated this guy. He's tough. Terrifyingly tough. But I guess this is what I get for getting involved with a pyromaniac who thinks he's a king and wants to destroy reality itself. And they say I'm nuts."_ She joked through her thoughts as she stands up straight to face her demonic foe.

The demonic entity she's facing appears somewhat human, wearing a torn up purple gi, has red spiked hair, and most notably a gaping hole burned into his chest and a scar on his back, with both sides glowing the Japanese kanji " _ten_ " or " _heaven_ ". This dark fighter jumps into the air and spins his legs repeatedly while moving forward towards Raven. She manages to block the spinning kick with her sword, sliding her back a few feet as the warrior lands down back to the ground.

"Is that all you got?! And here I am barely getting serious!" Raven taunted her opponent.

 ** _"_** ** _You have a lot of arrogance for someone who's about to die."_** The warrior with a demonic tone of voice said to her.

"I'm not gonna be the one dying today. You and your so called 'king' are gonna pay for trying to destroy my tribe." Raven said, dashing over to the demon with a sword swing.

The demon fighter powers up his dark red aura and starts charging up a dark energy sphere in his palms. **_"METSU HADOKEN!"_** He shouted, firing the energy sphere at Raven, which was powerful enough to send her flying to a nearby hut, with the entire thing collapsing on top of her. After a few seconds, Raven breaks out from her predicament and jumps back into the fight, trying her best to ignore the wounds that was just inflicted onto her. **_"Consider this retribution for getting in the way of the new world our king will soon create. Our utopia has no need for such weak insects like you and your pathetic tribe."_** He insulted the warrior bird lady, which did its job at angering her down to her nerves for being called weak.

"Weak? You better watch your tongue if you know what's good for you." She said, still determined to fight despite barely having any strength left to do some serious damage while her opponent doesn't seem winded at all. Before she could continue her hopeless battle against the mysterious and demonic fighter, two more of the Goblin's forces arrive to back up the demon, both who are massively muscled, monstrous, and sports some goblin features with their ears and face, with one of their skins sporting a corrupt dark red and dark green color scheme and the other being pure dark green and very scaly.

"Ah great. These two. And here I thought my day couldn't get any worse." Raven said with a shrug before getting serious again. _"There's no way I can beat these guys now. I hate to say this, but I'll have to retreat. Luckily, from what I can tell, everyone else has already left, so there's no point in staying here any longer."_ She said in her thoughts.

The big guy with the red/green color skin repeatedly slams his fists together before cracking them. "Can't wait to rip you apart, lady." He said, but before he could move forward, the demon fighter stops him with a simple hand motion.

 ** _"_** ** _Don't move. She's mine to finish off."_** He said before jumping high into the air and coming down with an aura-filled fist to her direction while roaring monstrously. Before his fist could make any contact with her, Raven quickly transforms into an actual raven and flies away, just mere moments before she could've been a mess in the crater that the demon left on the ground.

 **BGM Ends**

"She could do that?" The other, big green muscular guy asked the other two.

"She could do that." The red/green big guy replied as they watch her fly away. "She would go after her?" He asked the demon warrior.

 ** _"_** ** _No. Not today. We'll track her down later. After all, there's no place where she could hide since our king rightfully rules over this land."_** He replied as he turns back and walks in the other direction where his two allies are. **_"Let's head back to Earth before the heroes notice us, especially from 'him'. I can already smell his foul stench approaching."_** He said ominously to his lackeys.

"You're the boss." The big red guy said as he and the other monster goblin guy walk away from the now destroyed Branwen Tribe Camp.

* * *

 **A Few Minutes Later…**

The Master of the Fist himself, Akuma, arrives alone at the destroyed campsite, investigating his surroundings as if he trying to find someone important. "Where are you, boy? I know you were here." He said to himself as he turns his head in all directions to find his objective, but all he receives are silence and the wind itself. "Hmph. Guess he's gone. That's the third time I've lost your scent this week. But I won't rest until I have found you. You can count on it." He said before leaping away from the campsite.

* * *

 **Earth, New York City, Forest Hills Cemetery**

Night has fallen in the lit up city of New York, where everyone is having a wonderful time despite the world might be coming to an end in the next few weeks. But somewhere in Queens, one person isn't so much having a wonderful time as he and a few of his friends walk into a cemetery to locate something, or someone long gone from this world.

After a few minutes of walking in the empty cemetery, Peter Parker, along with Ruby, Yang, Qrow, and their pet dog Zwei, find what they were looking for: the gravestone of Peter's deceased uncle, Ben Parker, with the words "BELOVED HUSBAND AND UNCLE" engraved to the stone.

"Is this the place?" Ruby carefully asked Peter as they stop walking.

"Yeah…this is the place." Peter replied in a somber tone, as the silent spider hero slowly kneels down to face his uncle's grave. He closes his eyes before he could continue talking, "I come here, every now and then, alone, to clear my head or…talk to him when I'm upset…"

His friends behind him say nothing but depressively stare at him as he continues talking. "Even to this day, I could never fully forgive myself for being the cause of his death, or everyone else who has died because of me. Gwen and her father…Harry…Ben Reilly…even people I barely knew like Sally Avril and Frederick Foswell all died because of me. No matter what I do, no matter how hard I try, the people I love always seem to die, right at the end." He somberly said, opening his eyes to reveal his red crimson irises and slitted black pupils, as he is again unconditionally using a little of both his Other aura and Great Weaver aura to fuel his sadness and the small hint of anger that swelling in his heart.

"And now all of reality is on a crash course of destruction because of my own DNA. Me existing is destroying our worlds and making Goblin stronger. I promised Uncle Ben that I would do everything I could, but now…It feels like every time I do something, it just makes things worse." He finished confessing to his friends behind him, with them looking even more depressed, even Zwei is whimpering in sadness.

Ruby quietly walks up to Peter and puts her left hand onto his right shoulder. "Peter…" She started talking, getting his attention as their eyes meet. "No matter what you tell yourself, you are not a failure, you're an inspiration, to me, to us. If it wasn't for you, Penny would've stayed dead and Vale would've been destroyed. We've become stronger because of you being in our lives."

"And don't act like you're alone on this." Yang calmly spoke up as Peter stands up from the ground. "You got us, your friends, the other heroes and huntsmen from both our worlds you can depend on, so you don't have to put all the pressure on yourself. We'll always have your back." She said with a smile.

"Your uncle would be proud with how far you've grown. He would never hold something like this, something way out of your control, on you. Take it from a fellow uncle like me." Qrow told Pete with a smile, with Zwei barking happily to agree with him.

With a smile on his face, Peter lets out a sigh as his eyes turn back to normal. "You're right. The world's in danger, and all I'm doing is sulking and moping. From now on, I can't let my past hold me back anymore, just like one of my friends told me before." He said, remembering what his hedgehog friend, Shadow, told him in his last inter-dimensional adventure. "I have to focus on the future to create a better tomorrow for everyone who's still living. It's what my uncle would want me to do."

"That's the spirit!" Ruby happily said to Pete, earning a chuckle from the spider-fighter.

Qrow and Yang nod in agreement before the former takes out his flask and takes a drink. "With that out of the way, I'll see you kids later. I have to go meet with Logan to continue interrogating Lionheart about what he knows about Salem. Still can't believe that man has been working with her this entire time." He said before he walks away from the kids.

"I need to go back to Avengers Mansion to prepare for the next Ultimates Festival tournament at the end of the week." Ruby told her sister and Peter, with Zwei sitting beside her owner.

"Great, so what do we do?" Peter asked her.

"Uh, hello?" Yang spoke up, slightly annoyed.

"What?" Peter asked his girlfriend.

"Have you forgotten what we're supposed to do tonight?" She asked him.

"Uhhhh…" Peter replied with no answer.

"Our date. You promised we're supposed to go to Coney Island for our date tonight?" She reminded Peter, who legitimately forgotten he promised her that a while ago.

"That was today?! I totally forgot! I've been so busy with Avengers Academy and my two jobs that I lost track of time!" Peter confessed to Yang, who simply shrugs from his response.

"Wouldn't be the first time." She said.

"He really is ignorant." Ruby told her sister.

"Totally." She replied with a smile.

"I heard that!" Peter shouted, causing the two girls to giggle with Zwei just barking from the sidelines.

"Anyways, we'll see you two later. Bye." Ruby said, waving back at the two lovebirds as she and Zwei leaves for Avengers Mansion.

* * *

 **Coney Island**

The crime fighting couple have arrived at Coney Island, the big-time amusement park located in Brooklyn. For the next hour or two, the two of them are having the time of their life: riding the different types of roller coasters and rides, participating in the different minigames that Yang always seem to win, and just simply enjoying their time with each other.

The two of them walk alongside the wooden boardwalk besides the ocean while eating from their cotton candy. "Ah cotton candy. Why do you taste so delicious?" Peter asked himself before taking another bite from his candy. He turns to his left to find that Yang hasn't taken a single bite from her cotton candy and has been staring depressively at the ground below. "Yo Yang. What's wrong? Your cotton candy's getting cold, if it can actually do that."

"Huh!" Yang spoke up, now out of her depressed trance. "I-I-I'm fine! I'm fine! Just thinking, that's all." She said before turning away from his face with a frown.

"Thinking? About what?" Peter asked her, curious.

"It's just…" She turns her face back to Peter, who looks very confused and innocent as he blinks his eyes a few times at her. Not wanting to confess to Peter that there is a high chance he might die by the end of the war because of what she and the rest of their friends learned from Ozpin and Madame Web, and has promised not to tell Peter about it, she decided to lie about it. "I'm just afraid of how this war will end."

"You? Afraid?" Peter asked with a chuckle, thinking she's joking. "That's definitely not like you. Don't worry, everything will turn out alright by the end. I promise." He said to comfort her, but she still looks depressed and sad. Peter thinks to himself for a moment before getting an idea to cheer her up. "Hey. I know the perfect way to cheer you up." He told her.

"Huh?" Yang asked him confused on what he might be suggesting before Peter grabs her hand and the two run somewhere.

* * *

 **Through the skies of New York City**

"WOOOOAAAH! AWESOME!" Yang happily yelled out, as she holds onto Spider-Man as he gives her a ride on his back while he web-swings all across the nightly skies of New York City, passing by all the busy traffic full of people and cars below before he launches himself high above some of the buildings before he continues swinging.

"Fun, right!?" Spidey asked his passenger.

"Totally! This is so much better than riding on my own ride! This is amazing! I can't believe you get to do this every day!" Yang confessed to Peter, which makes him happy that she's back to her old self again.

"Thanks! Just don't spill anything on the back seat! I just had this costume cleaned!" Peter told her.

"No promises!" She replied with a smile.

After web swinging another few minutes, the teens land on the side of the Empire State Building, where a familiar looking stone gargoyle wait for the heroes. "Hey Bruce. Long time no see." Spidey greeted his stone statue buddy.

"Bruce?" Yang asked him confused.

"Yup. That's his name. One of my longtime friends." Spidey told her.

"A stone gargoyle who can't hear you or talk to you is one of your friends? That is so sad." Yang joked while shaking her head with a smile on her face.

"Believe it. Bruce is always here for me whenever I want to talk to someone. He's rock solid, and best of all, he laughs at all my jokes." Spidey told her, which causes Yang to start laughing over the fact he's friends with a stone statue. Peter sighed, "Don't worry, Bruce, don't listen to her. She'll never understand our friendship." He said, repeatedly patting Bruce's shoulder to comfort the statue.

Spidey then sits down next to the statue to watch over the city he loves and protects, with Yang joining him after she has finished her little laughter episode. "Beautiful city, isn't it?" Yang asked her friend.

"Yeah. There's nothing quite better than this place. My home. My playground. And my responsibility to protect." Spider-Man replied, with Yang nodding in agreement with him.

"What do you like to dream about the most?" Yang asked him to start a conversation.

"Huh?" Spidey asked in confusion to her random question.

"My dream is to travel around the world and have as many crazy adventures as I can, while helping people along the way." She told Peter.

The teenage webhead chuckles at her big dream. "You definitely remind me of another guy I met recently. You two would make the best of friends." He said, as he is reminded of his friend Sonic, who is also an adventurer and likes to get wrapped up in as much crazy as he can. "Well my dream, besides wanting to be an Avenger, is to be a renowned scientist when I grow up." He told her.

"A scientist?" Yang asked him.

"Yeah. Hopefully, after I graduate from college, I could quit my job at the Daily Bugle and work full time as a working scientist either at Stark Industries or at Horizon Labs." Peter told her.

"And then start your own company?" Yang asked him with a smirk, referencing all the times Weiss would suggest him to start his own company when he's older.

"Shut." Peter strictly told her, getting a giggle from her before he continues with their conversation. "I really want to push science forward to its utter limit. Use that to help change the world for the better, both as Spider-Man and Peter Parker. Do whatever it takes to give everyone a happy life, like my Aunt, my friends, and especially you." He said to Yang, causing her to blush and look away from him embarrassed.

"Uh, thanks. That's really thoughtful of you." She said with the blush still present, turning her face back to Peter's, with a small smile present along with a strand of her hair in front of her face.

"I'm a nice guy like that." Spidey said, moving her hair strand away from her face.

"A cute one too." Yang added, with her face coming closer to Peter's, with the two of them staring at each other's eyes.

"And funny?"

"Not really."

"Awww…"

The two lovebirds stare at each other for another few seconds before Yang takes off part of Peter's mask that covers his mouth and starts kissing him passionately, with the webhead returning the favor. The two make out for the next minute until Yang spots a familiar looking tower far from the distance, which causes her to stop.

"What? Does my breath stink? I could take a mint if you're feeling uncomfortable." Spidey joked as Yang stands up to her two feet.

"Is that the Oscorp building?" Yang asked Spidey, pointing towards the direction of Osborn's old business tower.

"Yup." Peter answered as he stands up as well. "Osborn's old playhouse. Been there a few times. Not a bad place, you know, besides the fact its former CEO was a crazed madman that wants to rule the world and junk, and would build weapons of mass destruction."

"Why is it still operational? Who's running the place since Osborn lost his job?" Yang asked the webhead.

Peter shrugged while crossed armed. "Beats me. Maybe Oscorp's board members or Donald Menken has control of the place. I don't know. Why should we care?" He asked her.

"I was thinking me and you could check that place out. Find any clues on Osborn's current location." Yang suggested.

"Problem is, Fury and his S.H.I.E.L.D. pals already searched top, bottom, and underground of that building and found nothing that could lead us to Goblin." Spidey informed her.

"Damn it." She said to herself, with Peter barely hearing her say that.

The Wall-Crawler thinks to himself for a moment before getting an idea. "But I do think I know a guy that might help us." He said.

"You do?" Yang asked, turning her body towards Spidey.

Spidey nodded. "I always go to him whenever I'm in a jam for some leads on some criminals and crime lords."

"He's not like your world's version of Junior, is he?" Yang asked him.

"Sort of, but he's a lot nicer and doesn't own a club. His name is Ben Urich. He's a reporter for the Daily Bugle. If anyone can give us the clues we need, its him." Spidey informed her.

Using the unstable molecules embedded into her clothing, Yang quickly changes her look to her 'Power Woman' costume. "Then what are we waiting for? Let's go pay him a visit." She said with a smirk. With a quick nod from her boyfriend, the two teenage heroes swinging across Manhattan to go visit Ben Urich over at the Daily Bugle.

* * *

 **Inside the Daily Bugle**

 **BGM-Sonic Forces OST-World Map (Eggman's Control)**

Sitting alone in his office at night, a man wearing a brown trench coat and glasses is seen typing up a news article for tomorrow's page until he gets a bit startled by a teenager in red-and-blue tights hanging upside from his office's ceiling.

"Sorry to bother you, Ben. You got a minute for the Daily Bugle's favorite menace?" Spidey asked the reporter from the ceiling.

"Maybe people will consider you less of a menace if you didn't sneak up on them like this, or use the front door instead of the window." Ben said to Spidey, just as Power Woman enters through the front door just like Urich just lectured the webhead on.

"See? Told ya." Power Woman said to the upside-down Spider-Man.

"Touché." Spidey replied.

"Who are you?" Ben asked the newcomer.

"Why she's my all-new junior sidekick." Spidey said, pointing to an annoyed Yang as she forcefully grabs his hand and drags him down to the ground from the ceiling.

"The name's Power Woman. Nice to meet ya." Yang introduced her superhero identity to Ben Urich.

"Ah. You must be one of those new teenage superheroes from another dimension I've been hearing so much about." Urich said, finally recognizing the new teenage hero.

"Guess my reputation is finally preceding me." Yang said with a smile.

"Great, before you know it, you'll be at the top of Jameson's favorite menace to insult wall." Spidey said as he gets up from the ground.

"So what can I help you two on?" Urich asked the two superheroes.

"We need some info. Fast. We have about two weeks left until the end of everything happens thanks to Goblin. We desperately need any sort of leads on his current whereabouts or anything that could really help us." Spider-Man informed Ben on the situation.

"I was suspecting you might ask that the moment you entered my window. Lucky for you two, I've been on Goblin's case for days and might have some clues that could help you out." Ben picks up some papers from his desk drawer and hands them over to Yang, with the two teens looking them over as he continues talking. "I have some leads about some mysterious activity going on at the abandoned Oscorp Laboratories building over at Long Island. Sightings of some mysterious, animal like creatures have been spotted entering the building, but that's as far as I know." He informed them.

"Sounds like the Grimm. Guess Goblin finally decided to bring them here, but for what reason?" Yang said while looking over the notes.

"Guess we'll ask him once we get there. Impressive work, Ben. You should get a raise sometime." Spidey said to the reporter.

"I'll think about that. In the meantime, I'll keep digging up what I can to help you out. Is that okay with…Spider-Man?" Just as Ben turns back to Spidey's and Yang's spot, he finds them already gone from sight. "You're no menace, but your manners need some work."

 **BGM Ends**

* * *

 **Abandoned Oscorp Laboratories Building**

After a few minutes of web swinging through the city, Spider-Man and Power Woman arrive at the old Oscorp building over at Brooklyn, where they find no guards or any sort of surveillance to keep an eye out on them.

"This is the place." Yang said as the two of them land on top of a medium-sized building across the Oscorp building.

"Yeah, so let's make this quick. In and out, stealthy Spider-Yang style." Spidey said. Before the two of them could move forward, Peter senses a familiar presence not far from their location.

"What's wrong? Trouble?" Yang asked him.

Peter shakes his head to answer her question. "No. In fact, I think it's back up." He said.

"Back up?" She asked while raising an eyebrow.

The two of them land safely to the ground below, where they come across two familiar looking friends coming towards their direction, with one of them being a tall, green woman and lush green hair. "Ren. She-Hulk. What are you guys doing here?" Spidey asked his friends.

"Same reason as you two I presume." Jen said to the Spider before turning to Yang. "Hey Yang. How's it been?" She asked her blond friend.

"Sup Jen. Everything's alright. Besides the fact our worlds are on a collision course of total destruction, I'm all good." Yang joked to She-Hulk.

"We gained some leads on something mysterious going on here at this old Oscorp building, and since Jaune and my other teammates are working on a different case with a guy named Moon Knight, She-Hulk here decided to back me up instead." Ren informed his friends.

"That's awesome. We could use a Hulk for this mission. Come on, let's go." Spidey said as the team walk over to the empty building in front of them. As everyone enters the front doors of the building, Peter stops in front of the doors as he senses something afar. He turns around and looks over at the nightly sky to find something or someone, but nothing comes up. "I could've sworn-."

"Yo Spidey! You coming or not?" Jen asked from inside the building.

"C-Coming!" Peter shouted back, running inside the building, not noticing a mysterious raven flying above the building before landing on the rooftop.

* * *

 **Inside Oscorp Laboratories**

The team of heroes and huntsmen search all over the empty and dusty interior of the giant laboratory, which has definitely seen better days, in hopes of finding something that could lead them to Goblin's current hideout. As they search through the building **,** they come across an old computer and research room which seems to have been wrecked and burnt up a long time ago, as evident with the cold, black burn marks on the walls and floors.

"Boy. Was Osborn having a barbecue here that blew up in his face or what?" Spidey joked as the team search around the big lab room.

"Wait…" Yang said to herself, walking over to a destroyed metal bed with different laser pointers all destroyed and blown to pieces. "I think I've been here before." She said to the others.

"You have?" Jen asked her as she lifts up a huge desk to find any clues or leads.

"Yeah, when me and my other friends were inside Spider-Man's memories a while ago. This was the place where Osborn experimented on himself and first transformed into that monster goblin we all know and hate now. Guess he hasn't bother cleaning up after himself even after all this time." Yang informed her as she continues investigating.

While everyone else is searching through the room, Ren comes across a functional computer with dozens of notes spread all across the desk that has information on Osborn's old versions of his Oz formula, along with many burnt up pictures of Spider-Man. "Osborn really had an obsession over you, Spidey. Kind of creepy if you ask me." He told the webhead.

"I'm just glad he hasn't asked me to marry him, then I would really be creeped out." Spidey joked as he wall crawls over the walls and ceilings to find any new information.

Ren takes a seat on a dusty chair and boots up the computer, where it pops up a complete image and analysis of Spider-Man's unique DNA structure and pattern, leaving the huntsman-in-training dumbfounded at what he's seeing. "Whoa. I'm no scientist, but even I can tell that your DNA is very complex, Spidey. So many different strands and unknown molecules. It's quite fascinating to be honest. And there does appear to be some sort of anomaly in here even more mysterious than everything else. Just what in the world are you?" He asked Spider-Man from his seat, wondering if Peter is even a regular human being at this point, with the answer being pretty obvious at this point.

"Just a devilishly, handsome superhero who is trying to find out if Goblin has some sort of hidden elevator somewhere in this building." Spidey replied while looking around a bookshelf, throwing numerous books to the ground to hopefully find something behind it but comes up empty.

"Great. Now what can I do?" Peter asked himself, thinking deeply to find some solution to find out what is hidden in this lab because his spider-sense is definitely picking up something but can faintly tell where he should go. He then gets an idea and takes off one of his gloves. _"The hairs on my arm are picking up the faintest trace of wind somewhere in this room, just the way a spider's skin does. And that breeze is coming from…"_ He walks over to a wall that looks like any other wall in the room. "Here." With his spider-sense, he finds an invisible button plastered on the wall and presses it, revealing an elevator that leads somewhere underground.

"Nice. An elevator. This might take us to some super-secret hidden lab underneath the building." Yang said as the other two walk over to Spider-Man's spot.

"Come on. Let's not waste any more time." She-Hulk said to the children.

"Right." All three teens said in unison, with the entire team entering the elevator, and with the press of a button, the elevator door closes and starts descending WAY down below the ground.

* * *

 **Hidden Lab close to the center of the Earth**

After about a minute, the team arrives at the hidden laboratory building underneath the Oscorp building, finding themselves in a deep red cavern. "Whoa. Where are we? How far did we go down?" Yang asked the team as they exit the elevator.

"I think we're about somewhere close to the center of the planet." Spider-Man informed them, using his spider-sense to further answer that statement.

"You're kidding, right? Osborn had time to build a lab this close to the core of the planet. Why?" Jen asked as they walk around the lab building/cavern.

"Probably so he won't be disturbed while continuing whatever sick research he's been studying here. If he's here." Ren said as they continue walking around.

 **BGM-Spider-Man: Edge of Time OST-Fighting Enemies**

As they continue exploring the hidden laboratory, Spider-Man's spider-sense starts tingling something fierce. "Guys, get ready. I think we have company." He said, with all four of them getting into fighting position and directing their attention to four lava pools splashed on the ground.

The lava pools then slowly start to form into some sort of molten lava Grimm, but these Grimm are different, as their appearance matches that of a Hulk fused with a Ursa and Beowolf. "Are those…Grimm?" Yang asked with a confused look on her face as they stare at the newly formed Molten Goblin Goliath Grimm monsters.

"Goblin must have been messing with his Oz formula again to create these new Goblin Grimm to look like the Hulk." Ren said.

"He's probably using the energy from the core of the planet to make these ones even more ugly looking and monstrous than before." Spider-Man proclaimed.

The Molten Goblin Goliaths start laughing at their enemies. **_"Spider think right. Spider speaks just like the king."_** One of the Grimm started talking.

"And they also speak just like the Hulk. Fantastic. But I doubt they're as strong as the original." She-Hulk said while cracking her knuckles with a smile on her face.

The heroes then start rushing over to attack the new Goblin Grimm, with Spider-Man using a combination of his talons and stingers to do some damage on his own Grimm, dodging a few of its punches and fire breath before destroying it by stabbing it in the chest with the numerous spines he produced from his right arm.

Ren uses his gun to shoot at his own Grimm, with the bullets bouncing off the Grimm's chest. The lava monster slams his fists to the ground to try and get Ren off balance, but the kid jumps over to the Grimm and slashes off its arms before finishing it off by slicing off his head.

With She-Hulk, she's brawling it out with her own Grimm and having the time of her life, as the beast's strength does almost match her own. Almost. Eventually, the Grimm is overpowered by Jen's combat style and is kicked away to the ground, shattering it into many pieces.

Last but not least, Yang is also having a fun time fighting against her Grimm as she plans on trying out a new move on it. "Let's see if you like this!" She said, cladding her fist with a yellow color coming from her aura and punches through Grimm like it was nothing before it evaporates into nothingness.

"How did you do that?" Spider-Man asked his girlfriend on her new move.

"I learned it from Iron-Fist. Cool right?" Yang asked him.

"Totally! Rock on!" He said, giving her a fist bump but is accidently punched away as Yang unconditionally activates her aura fist as they fist bump.

"Sorry." Yang apologized to the Spider before they continue exploring the hidden lab cavern.

 **BGM Ends**

* * *

The team continues to explore the hidden lab close to the center of the Earth, taking on multiple Molten Goblin Goliaths and even some Goblin Guard robots that they eventually come across as they get deeper and deeper in the cavern before they arrive at a huge circular room in the cavern area, where they spot some lava around them.

"This is a dead end. There's no other rooms left for us to explore." Ren said to his teammates.

"Does that mean we win and get a prize?" Spider-Man asked.

"This isn't a video game, Webs." Jen told him.

"But that's how these things always work." Spidey replied before his spider-sense kicks in. "Whoa!" He said, as all four of them jump back from an energy sphere that was about to mess them up big time. "What was that?" He asked as he gets up from the ground.

 ** _"_** ** _Warriors. I'm glad you made it this far, but I'm afraid your journey's about to come to an end."_** A mysterious voice said to them from somewhere in the giant cavern room.

"Oh yeah? How about you show yourself so we can get this over with, unless you're afraid?" Yang taunted the mysterious and demonic voice talking to them.

 ** _"_** ** _Afraid? No. I'm just excited. Excited to face warriors that I could myself to be the strongest, and destroy those who are foolish enough to stand in our way!"_**

 **BGM-Super Street Fighter IV Arcade Edition OST- Theme of Evil Ryu**

The ground below the heroes start to shake violently, with the lava around them starting to splash like crazy from the immense power that is generating form the cavern. Then, from below the ground, a dark and demonic figure jumps high up with his fist in the air before landing back down like a savage. **_"Once I've killed you, our plans for a new world will be realized!"_** He said as he faces his opponents, slamming his right foot to the ground as he powers up his dark red aura.

Both Spider-Man and She-Hulk immediately recognizing the demon that was talking to them and realize it's one of their alternate dimension friends fallen victim to Goblin's power. "It's Ryu!" Spider-Man shouted.

"Ryu!" She-Hulk also shouted.

Yang and Ren turn to the Marvel heroes' direction. "Ryu? You mean the guy who taught you the Hadoken?" Yang asked Spidey.

Peter nodded to her question as he continues staring at his old friend and master. "Same one! Goblin must have kidnapped him from his own dimension and injected the Oz formula into him, but instead of him turning into a goblin, it also allowed the Satsui No Hado to completely take over and corrupt him just like it did Akuma!" He said.

 ** _"_** ** _Correct. My master has recruited me to take that weakling Akuma's place in the Cabal, to re-strengthen our forces."_** The new, Evil Ryu, informed his former friends and allies.

"And to have more control over your heart and mind so he won't repeat the same mistake as Akuma!" Spidey said, since Akuma is extremely strong-willed and selfish to not let himself be controlled, especially since he has more experience controlling the Dark Hado compared to Ryu, who has always feared and rejected it whenever it surfaced.

 ** _"_** ** _Hmph. Who cares about that, Spider-Man? Thanks to my king, I have unlocked my full power and potential, and for that, I will kill anyone who stands in our way, including the chosen heir of the new world."_** Ryu said while showing his fangs.

"Are we still going on about that? If you want an heir, go to Weiss. She has more experience in that department than me. Although I don't she'll like all the fire since she's more of an ice girl." Spidey joked.

"Focus Spidey!" Jen told the webhead.

"She's right. Right now we must free Ryu from Goblin's control using your antidote." Ren said, getting his guns ready in hand.

"You'll have to get passed us first!" A tough guy voice said from the distance, with two other big hulk like figures jump over Ryu's area, the same ones that helped him attack the Branwen Tribe camp a few hours ago.

"Ah great." She-Hulk said sarcastically.

"Who are they?" Yang asked her.

"General Thunderbolt Ross and Emil Blonsky, also known as the Red Hulk and the Abomination respectively. Two of Bruce's worse enemies and can match my cousin blow for blow. Guess this explains why those Grimm we fought looked like the Hulk." Jen informed the blond hero huntress.

"And now they've been turned into goblins. This is bad." Ren pointed out.

"No kidding. Fighting one hulk is bad enough, but two super-powered hulks, along with a master in martial arts that has joined the dark side is almost suicide. How the HELL are we gonna win this one?" Spidey asked.

"You don't, kid." Abomination said with a grin.

 ** _"_** ** _Prepare to be eradicated, and die along with this planet!"_** Ryu said to the heroes.

 **BGM Ends**

With no other choice, the heroes get ready to fight a battle that might be almost impossible to win, that is until something, or someone crashes down from the ceiling of the cavern and lands right in the middle of the heroes and villains, and as the dust settles it is revealed to be Akuma who has just arrived to even the playing field.

 **BGM-Super Street Fighter IV OST - Theme of Akuma**

"Akuma!" Yang recognized the master of the fist.

Ryu snarls at his arch-rival. **_"Akuma. What are you doing here?"_** He asked him.

"Don't play dumb with me, boy. You know I've been tracking you down for the past few days ever since I sensed your power taken form, but that power has been tainted by Goblin's influence, and for that it must be cleansed." Akuma answered him.

"How in the WORLD did you find us all the way down here, and how did you get here anyways? Weren't you on Remnant last time I saw you before you mysteriously disappeared because you hate hanging out with friends, if you even have any?" Spidey asked him.

Akuma simply grunts to the bug before answering his question. "I had a little help." And just as soon as he said that, a familiar sounding roar can be heard from above them, with a green goliath landing down right next to Akuma, all while roaring at his enemies.

 **BGM Ends**

"It's the Hulk!" Ren recognized the Avenger.

"Bruce!" Jen said to her cousin.

Hulk turns to his friends with a smile on his face. "Hey Jen. Hey Yang. Glad to see you guys are okay. You know I was almost crazy to actually take this guy here with the Quinjet, but I guess it was for the better." He said to them.

"Hulk…" Hulk's infected arch-enemies stare at him with glee from their faces.

"So you two numbskulls have been infected too? Doesn't matter. I'll still smash just as I always do before." Hulk said, slamming his fists together.

"Alright. With both Hulk and Akuma on our side, this match up looks a lot more even now dontcha think?" Spidey asked Yang.

"Yeah." She said, giving Peter a high five.

"Leave the boy to me. The rest of you can take care of the other trash." Akuma said to his allies as he faces off against Evil Ryu, who simply laughs at him.

 ** _"_** ** _Finally. The time has come…We will see who is stronger once and for all!"_** The demonic Ryu said as he immediately performs the raging demon onto Akuma, who then counters with his own raging demon at the same time, canceling each other out as they start their fight somewhere else in the cavern.

 **BGM-Spider-Man: Web of Shadows OST- Boss Theme**

"Alright! Who wants some-?!" Before Hulk could finish talking, he and Yang are smacked away to another part of the arena Red Hulk, leaving Spider-Man, Ren, and She-Hulk to face off against Abomination.

"Yang! Hulk!" Spidey shouted at them, concerned for their safety. His spider-sense then alerts him to trouble as he and his teammates dodge a powerful punch from Abomination. "I'll web up his hands and feet! You two try to knock him over!" He ordered his teammates.

"Got it!" They both replied at the same time, darting towards Blonsky as Spidey webs up part of his body to keep him in place, allowing Ren to shoot bullets at the monster they easily bounce off Blonsky. Before he could slice up his body, Abomination manages to break free from the webbing and smack him towards Spidey's direction, leaving She-Hulk to fight against him alone.

The two powerhouses fight fairly evenly with each other, with each punch shaking the ground they are standing on. "Ha! Pathetic She-Hulk! You are nothing compared to your cousin!" Blonsky said, punching Jen away from him.

"You do realize that the females are the more dangerous of the species, right?" She asked him, punching out a boulder from the ground and throws it at Blonsky, distracting him long enough for him to break it only to be met by a punch from She-Hulk behind it.

Getting irritated, Abomination grabs her by the throat and throws her aside. "Yo Blonsky! Has anyone ever told you that you have the face of a fish?" The monster looks above him to find Spider-Man holding Ren by his side and throws him from above, with Ren using his guns to repeatedly shoot at Abomination, who easily blocks the gun shots with his right arm. Ren lands right on Blonsky's right arm and before he could grab him, he jumps away, leaving Blonsky distracted long enough to be met by a huge webbed up fist to the face by Spider-Man, who uses his Great Weaver aura to dish out even more pain.

Abomination proceeds to shoulder tackle Spider-Man right to where She-Hulk is currently recovering from the previous attack. "Shulkie, you alright?" Spidey asked her.

"For now, I guess. Abomination's a lot stronger and more durable now. What should we do?" She-Hulk asked the Webhead.

Spidey looks back to the battle to find Ren holding his own against Abomination by repeatedly shooting at him from the distance, but his attacks barely do any damage to him. "I have an idea. Let's all attack him in rapid succession. Leave him without breathing room so we can tucker him out quickly. While Ren distracts him with his gun, I'll use my speed to attack and confuse him, and while he's confused, you deliver the strongest punches you could muster." He told her a plan that's crazy enough to work.

"Work's for me. Let's do this!" Jen said as Spidey powers up his Other aura and zooms back to the battle.

Before Abomination could smash a fatigued Ren, he is hit repeatedly by an incredibly fast Spider-Man, attacking him in all sides. "Nanananana! Can't catch me, Blonky!" Peter taunted his goblin hulk enemy.

While Blonsky distracted, Ren starts shooting at him to keep him distracted long enough for She-Hulk to come in and deliver one of her strongest punches to his gut. Before he could react, Blonsky is again blitz by a hyper-speed Spider-Man, attacking him in all sides before getting a mountain of gun bullets from Ren and punched again by She-Hulk. The process is repeated a couple more times before Blonsky uses up a lot of his stamina, leaving himself wide open for one last attack.

"Now!" Spidey shouted, with all three heroes finish off Abomination with one final, synchronized strike, knocking him down to the ground defeated. "He's gonna feel that one in the morning." He said, giving Ren and Jen a high-five.

* * *

Meanwhile, far from the others, Hulk and Yang are currently fighting against Red Hulk, who is definitely giving them a run for their money by himself, effortlessly shrugging off all of their attacks with a smile on his face.

"Ugh! This guy is like a walking tank!" Yang said irritated, using one of her new special ammo called the Spike Ball and fires a green-colored spike ball at Red Hulk, who deflects it with his hands.

"Is that all you got, girlie? I'm just getting warmed up!" Red Hulk said, slamming his fists together to create a powerful thunderclap that sends Yang flying across the cavern.

"Yang!" Hulk shouted at her before snarling back at Red Hulk. "You'll pay for that, Red!" He said, roaring out in anger as he and Red Hulk start duking it out almost evenly. Their big brawl starts to shake the entire cavern around them, causing the stagalites to follow from the ceiling and into the lava.

Slowly, thanks to the Oz formula in his blood now, Red Hulk is starting to gain the upper hand against Hulk. "Ahahaha! You can't beat me now, Hulk! My power has finally eclipsed yours and there's nothing you can do about it!"

"You sure you aren't talking about your mouth?" Hulk asked, punching Red in the face and slamming his head to a nearby lava stream. This was definitely a bad move on Hulk's part as Red absorbs the energy from the lava stream, granting him even more power than before. "Yup! Bad move!" He said before being smacked away to a couple of boulders and rocks.

"Hey! Forgot about me!" The red goliath turns his attention over to Yang, who is injured but still determined to kick his butt.

"Oh please! Compare to Hulk, you're just an ant that needs to meet the end of my boot!" Red taunted her.

"Wanna bet on that?" She asked him, pressing a button on her ISO-gauntlets to materialize her Hard Light Armor that Peter made for her a while back, increasing her strength and durability.

The two hotheads continue brawling against each other, matching each other blow for blow. Yang manifests an energy cannon from her armor and fires a huge beam of energy at Red Hulk, but the red monster absorbs the energy and gets even stronger, knocking Yang back to a nearby wall.

"Ha! Don't you get it? The more energy I absorb, the more powerful I become!" Red said to her as Yang gets up from the ground.

"Is that a fact?" She asked while staring angrily at Red Hulk, with her eyes blaring red in anger. "You're not the only one who gets stronger the more they fight. And thanks to this new armor of mine, I'm more focused in my power, allowing me to get even stronger than before." She said, as her right arm explodes in golden energy.

"Then come on, show me what you got!" Red Hulk shouted at her, as the two heavy powerhouses start dashing at each other while roaring loudly as they get closer and closer to one another, and when they do, they collide fist with each other, with the collision proving so powerful it starts to cause their section of the cavern to cave in on itself.

Hulk manages to recover from the recent attack by Red Hulk and wonders where Yang is. "Yang! Yang, where are you?!" He shouted for her as he sees part of the cavern has caved in.

"Uh…Hulk…a little help."

Hulk turns to where the voice is coming from and finds Yang dragging a defeated Red Hulk by his arm up to his direction. "You actually beaten him? Heh. I'm impressed. You've definitely gotten stronger over the past few weeks." Hulk said with a smile, giving her a pat on the back, only to cause her to follow down to the ground in pain. "Sorry."

"That's okay…" Yang said in pain, slowly standing back up from the ground. "Come on. Let's head back with the others." She said.

"Right." Hulk agreed as he starts dragging Red Hulk through the ground.

Not far from where they are walking away from, Raven is standing on a rocky balcony, watching her daughter walk alongside Hulk, letting out a small smile on how far she's grown and how much stronger she has become.

 _'_ _Your daughter is definitely something else.'_ Madame Web starts talking to Raven through her mind.

"I guess." Raven replied to the mystic lady in her head.

 _'_ _Don't you think it's time you talk to her?'_ She asked the bird lady.

"No. I only came here so I can get back on those who attacked my camp, but it would seem that I'm no longer needed." Raven told Madame Web as she pulls out a red ISO-8 crystal that Madame Web must have given her from her pocket and into her hand. "I should probably get going and rig this place to self-destruct." She said as she creates a portal with her sword.

 _'_ _You can't be serious! What about-?'_

"She'll be fine. Trust me. After all, she is my daughter." Raven said before leaving through the portal, which closes after she leaves through it.

 **BGM Ends**

* * *

The last match up for tonight is between Akuma and Evil Ryu, with the two demonic warriors striking and countering each other's attacks with their own kick, punch, and Hadokens. Ryu is definitely putting up a good fight against Akuma, as he's actually putting him to a corner. **_"The other times we fought, I lost because I was weak, because I feared my true power."_** Ryu said, knocking Akuma away with a punch but managed to land safely back onto the ground. **_"I have no idea what I was thinking. Why would I ignore this great power that has been sleeping inside me for so long?"_** He asked himself.

"That power is truly great. It's what I've been trying to tell you this entire time. But the way you achieved it was incorrect. It has become rotten and soiled by Goblin and his accursed power. Because of that you will never achieve the true power of the Hado." Akuma lectured him before spin kicking Ryu back a few feet. "Look at you. Not only have you been easily taken over by Goblin, but you have also lost your honor. You will never defeat me like that with your tainted power."

 ** _"_** ** _Fool! I will show you! I will show you POWEEEERR!"_** Ryu yelled out loud, as a bolt of green lightning from out of nowhere strikes him down from above, granting him even more strength than before, along with long, dark hair and a more corrupt red aura than before. **_"Violence is who I am! All will fail! No matter who stand against me!"_** He shouted at Akuma, who remains unimpressed by his increase in power.

"Impudent child. You have to rely on an external source filled with hatred and despair to grant you this pathetic excuse for power." Akuma said as he effortlessly transforms into his Shin form. "Allow me to teach you discipline." He said, getting into fighting position.

The mindless and power hungry Ryu darts over at Akuma with a powerful right hook that causes part of the ground they're standing on to crack and break, with lava rising up from it, but Akuma was easily able to block it with his own hand. The two warriors then start to clash fists once again, with Ryu successfully getting off a punch to Akuma's gut before knocking him away with a Metsu Hadoken.

As Akuma gets up, he sees Ryu about to perform the Tenmakujinkyaku, a strong kick from mid-air, right at him. Akuma quickly rolls away from the kick and counters with the Hurricane Scythe Kick, knocking Ryu away from the demon fighter.

 ** _"_** ** _Messatsu…GOHADO!"_** Ryu yelled out, unleashing a powerful, dark energy beam from his hands, straight at Akuma, who counters with his own Messatsu Gohado, causing the two beams to cancel out and create smoke, which allows both demon fighters to perform the Raging Demon on each other again, clashing and countering each other's attacks, when one hits the other, the other immediately follows up with his own punch.

The two stop clashing for a moment as the whole area starts to collapse. **_"I don't understand. I should be stronger than you. Much stronger. How come I'm having trouble with an inferior being like you?"_** Ryu asked himself, wondering how, even after gaining power from his master's ISO-Oz Sapphire, he's still having trouble against Shin Akuma.

"You want to know the answer, boy?" Akuma asked him. "You might have obtained great power, but one's who own heart and soul isn't fully connected with it will be lost and lose control over themselves just as you are now. You are still a pup, Ryu. A pup that needs to be put in his place permantely!" He said, powering up his aura and delivers a high roundhouse kick that sends Ryu flying into the air, following him with a devastating powerful Tatsumaki Zankukyaku, knocking him all the way back to where Spider-Man and the others are as they were approaching their battle.

"Oh? I guess Akuma won then." Spidey said as he checks on his infected, unconscious friend/master. He and the other heroes see Akuma, back in his normal form, walking over to their direction as the entire cavern starts to cave in on itself.

"Hurry it up and give him that cure or whatever. Then we should leave. This place is about to collapse." Akuma told him.

"How about we do that after we escaped our doom." Yang suggested.

"Good idea!" Spidey said, as Hulk grabs both Red Hulk and Abomination in his hands and jumps extremely high back to the hole he and Akuma previously just made, with the others following him as Spidey immediately puts on his Iron Spider Armor, and with the help of his spider arms, carries everyone else out of the collapsing cavern before it starts to cave in on them.

Now back in the surface, in front of the Oscorp laboratory building, Spider-Man administered the cure to Ryu, Red Hulk, and Abomination, curing them of the Oz formula and back to normal. "Oi…What happened to me?" Red Hulk was the first to wake up, holding onto his head in pain. "And why does my head hurt?" He asked.

"Long story General." Ren said to him.

It was then Ryu's turn to wake up and is greeted by Spider-Man and his friends. "Spider-Man…" He said in his normal and calm voice again, slowly getting up from the ground, trying his best to ignore the pain he was dealt with from Akuma. "What happened? Why am I back on this Earth?" He asked the webhead.

"Short version: The Green Goblin kidnapped you and turned you into one of his slaves." Spidey informed his former master.

"Goblin? Wait, I do remember fighting someone green and wearing a crown while I was traveling on the road. He was incredibly strong and I lost in no time flat. Everything else after that is all a blur to me." Ryu informed his comrades of what happened to him before he got kidnapped.

"What about you, Red? How did Goblin get a hold of ya?" Hulk asked the general.

"He used Blonsky to ambush me while I was working. I wasn't prepared, and before you know it, I'm here answering your stupid questions, Green." Ross answered him.

"Now. Now. Be nice unless you want to get your butt whopped again. Okay?" Yang asked him.

"What are you yapping about?" Red Hulk asked her, not remembering a thing about their fight.

"Well in any case, we managed to free you guys from Goblin's control. Too bad we didn't find Goblin." She-Hulk said.

"I'm sure we'll find him soon. Hopefully." Spidey said. Before he could do anything else, Peter gets a strange headache.

"Spidey? You okay?" Yang asked him in concern.

"What's wrong, kid? You sick or something?" Red Hulk asked him.

"No…No, it's not that." Spidey told him.

"Did another world just get infected?" Ren asked the Spider.

"I guess so. Strange. I felt people change, but I'm sensing no Spider present on that other world that just got infected." Spidey said, as usually all the other worlds that have been infected so far usually had another Spider that would also get infected, but this new world does not have one.

"Let me check something with this new inter-dimensional map that Reed Richards gave me for my Webware that shows me the different universes that have been infected so far." Spidey said, projecting a hologram from his Webware device to show him the newly infected world that's now under Goblin's control, and is incredibly shocked at who's world has been infected now.

"Spider-Man, what's wrong?" Ryu asked the webhead.

"Ryu. It's your world. Your world has been infected by the Oz formula." Spidey carefully informed him, shocking him and everyone else with him.

"What?! It can't be?! Let me see!" Ryu said as Peter shows him of all the civilians on his Earth that have been transformed to goblins, even a few of his friends from that world have been transformed. "It can't be…Ken and his family…Chun-Li…Guile…everybody. They've all been transformed." He said, devastated at the loss of his home world to Goblin.

"Guess that makes you and Akuma the last non-transformed humans from your world." Spidey said to the depressed Ryu and an emotionless Akuma, who remains unfazed and doesn't seem to care at the slightest.

"We're so sorry, Ryu." She-Hulk calmly said to him to try and comfort him.

"It's okay. I'm gonna be alright. I just still can't believe it. It all just happened so fast." Ryu said.

"Don't worry. We'll find Goblin and smash him up enough until we transform all the worlds that have infected back to normal. You have our word." Hulk said to the martial artists.

"Thanks guys. I mean it. Goblin will pay for his crimes if it's the last thing I do." Ryu said, regaining his composure and strong will for justice.

"Count me in too." Red Hulk spoke up. "I don't like being used, especially when it involves worlds getting transformed into puny little green freaks. I'm gonna find Goblin and smash his head in until he begs for mercy."

"Sweet." Yang said.

"We should call it a day and contact SHIELD to clean up the mess down there, starting with this guy here." Ren suggested, pointing to the unconscious Abomination.

"Agreed. I'm pooped. It's been a long day for us." Spidey said as they all walk towards the Quinjet that Hulk and Akuma flew in.

"You said it." Yang agreed with Peter, giving him a fist bump as they enter the aircraft, locking up Blonsky as they head back to Avengers Mansion to rest up for the day.

* * *

 **The next day at Avengers Mansion**

Inside a training room, Ryu ties up his headband before he faces against his opponent for the day.

"Are you ready?" He asked his opponent, who turns out to be Yang, who also finished tying up her own red headband, ready to start training with him.

"You know I am! I can't wait to learn the Shin Shoryuken!" Yang said, getting into fighting position. "Now come on, Ryu! Show me what you got!"

Ryu smiled. "Heh. You definitely remind me a lot of Ken." He said before he takes fighting position. "Now come on, Yang! Let me show you the power of those that wield the Hado! Come on!" He said, with the two warriors start fighting against each other, all while Spider-Man is watching from side and leaning next to a wall.

"Enjoying the show?"

Spidey turns his head to find Dr. Bruce Banner walking up to him. "More or less. How's the process on the armor and weapon?" He asked the calm doctor.

"Smoothly. Everything's going alright. Hopefully we'll be done soon before the end of the world happens again." Bruce said, getting a chuckle from Spider-Man.

"You got that right." Spidey said as he and Dr. Banner continues watching Ryu training Yang in the way of the Hado.

"Your friend is definitely a strong one, both in body and mind. She's definitely a keeper. Just don't try to make her angry." Bruce warned Peter.

"Why? Does she transform into an unstoppable green behemoth that wrecks everything in their path when they're angry?" Peter asked him.

"Oh no. That's much different. When a woman gets angry, not even the Hulk could do anything against them." Bruce joked.

"Heh. Right. I'll keep that in mind, but I'll definitely do everything in my power to keep her happy. She's been through a lot over the years with her mother never being around for her. I don't want to make that same mistake." Spidey said to Bruce.

"Good thinking there, Spidey. Well, I'll see you later." Bruce said as he leaves Peter alone to go back to work.

As Peter continues watching his two friends training with each other, he starts to hear a mysterious voice in his head. _'Please…Save us…'_

"Huh? What was…Who said that…?" Peter asked as he looks around his area but finds nothing and hears nothing. "That was spooky. Who was that? It almost sounded like a woman's voice. I must be imaging things. I definitely need a vacation after all of this is over."

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. It seems that Ultron is up to no good again. Somehow, that bag of bolts converted Remnant's own moon into a space colony and has a weapon that could destroy stars. That can't be good. How can we sleep at night knowing Ultron's own face is the moon itself? Yo Weiss. Iron Man. Let's teach this robot a thing or two about taking a world's moon, what do ya say?**

 **Next time on Spider-Man: Battle for Remnant:**

 **** ** _The Ultron Satellite_**

 **Weiss: Are we seriously going to space? That's incredible.**

* * *

 **KFX here: I'M BACK. School's done for the semester, meaning that I could focus my attention on completing this story, and if I have to guess, we have about say 10 more chapters left until we're done. Hopefully, this story will be done by the end of the month, who knows, but we are definitely approaching the end of this long journey. Expect some new characters popping up next chapter, like say some space cops, a raccoon, and an angry space midget with a sword. See ya then.**


	75. Vol 3 Issue 18: The Ultron Satellite

_Vol 3 Issue 18: The Ultron Satellite_

 **One Week Before the Day of Reckoning**

With every passing day, more and more of reality starts to crumble and collapse. Countless worlds in the multiverse are encountering destructive calamities that eventually causes them to implode on themselves and turn into space dust. All across the cosmos, cosmic storms tear through time and space, leaving nothing but a void of emptiness. Even on both Earth and Remnant, more continents and islands start to break apart from their respective planets, with the likes of Wakanda and Solitas being part of those landmasses that have broken apart from their worlds' center core.

On Remnant, on top of the Vale Hospital, Cinder Fall has almost fully recovered from her near-death experience by the Goblin, and is currently being trained and mentored in battle again by the one and only, the Amazing Spider-Man. Cinder's appearance has also changed drastically as well. Her hair is much shorter and wears a black mask to cover her missing and scarred left eye. She's also wearing a long, dark red dress with one long, wide sleeve hiding her left arm.

 **BGM-Dragon Ball Kai 2014 OST- Battle Royale**

The master and pupil have been training for the past hour, with Cinder doing everything in her power to try and match Spider-Man, but to no avail. She conjures up her glass swords and uses her skills to try and land a blow onto the webhead, but she repeatedly misses against the more experienced fighter. She repeatedly tries to land a hit on him, only for Spidey to block each and every one of her attacks with little effort with just his hands.

"I can see that your reflexes have improved, but that's still not enough." Spidey informed her, deflecting her swords from her hands easily and kicking her in the chest, knocking her away a bit back. "Now come on. Try it again." He said, taunting her with a hand motion to come at her one more time.

Cinder growls in frustration to being treated like an untrained child in combat, even after everything's she been through over her life. She conjures up a new set of glass swords from her dust clothing and starts attacking Spider-Man again, this time using a variety of tricks to get him off balance, but because of his spider-sense and his own, more superior experience in combat, he was able to counter each and every one of her attack.

"Not bad. Not bad at all. Keep this up and I might actually have to try." Spidey said, annoying her that he's barely going all out in this training session.

Cinder then decides to form a bow and shoots a dozen arrows at the Spider, but with his enhanced reflexes and agility, he dodged each and every one of the arrows with relative ease. Getting even more irritated, Cinder goes for the direct approach and attacks Spidey with one of her swords, with the web-slinger blocking the full force of that attack with his strong right arm.

Spidey whistled. "That's more like it. You actually stung me with that last one." He told her.

The Former Fall Maiden lands back on the ground with a small smirk and a chuckle. "Now to finish this." She declared, charging at the Wall-Crawler at full speed, intending on finishing the fight, only for Peter to effortlessly catch her and put her in an arm lock. "Hey. What are you-?" She then receives a forehead flick, followed by a nice neck chop before pushing her away, with Cinder rubbing away the embarrassing red spot on her forehead.

 **BGM Ends**

"When you're wide open, you get hurt. It doesn't matter how strong you are, or how much power you have. If you continue remaining arrogant and underestimating your foe in battle, you WILL lose. Badly." Spider-Man lectured her on one of her many weaknesses, which causes her to get mildly depressed that he is telling the truth. "Now don't get me wrong. Confidence in battle is a good thing, but there's something called having a little too much. Start getting cocky and you start making mistakes."

"That's what Goblin told me too during our last battle…" Cinder said depressively while looking down to the ground, trying her best to repress the memories of her near-death experience by the Goblin's hand.

"Really? Aww. And here I am wanting to be original." Spidey joked. He then sees Cinder turning away from him to stare out into the distance. "Hey, you okay?" He asked her with concern.

"I…I just don't know what to do anymore." Cinder said while shaking her head.

"What do you mean?" Spidey asked in confusion.

"My path. My original path in life." She told Spidey, who's still a little confused on what she's talking about. "I wanted to be the strongest. The most powerful being in the world so people can fear me just from speaking my name, but now…" She stops talking for stare at the bottom again.

"You're afraid of what you might become." Spidey finished for her, walking to her side.

"…Yes." Cinder agreed with him. "That night, I faced TRUE fear. True horror. True corruption."

"That's what happens to those who chose the path of devastation. Wanting to achieve power to be feared will only leave you lost of your actions and self-control." Spider-Man told her, acting like a serious adult which is unusual and surprising to Cinder to hear that from him. "Osborn was just like you when he first became the Green Goblin. Using all of his power and resources to attack the innocent so people could be afraid of him. And now look what's become of him. He's nothing but a cold-hearted monster who sold his own _humanity_ so he could become this ultimate ruler of destruction. And now he's risking destroying reality itself to prove that he's better than everyone else. Is that really what you originally envisioned in your path in life?" He asked the quiet and depressed Cinder.

"I don't want to be a monster. That's not what I want to be. Not anymore. I guess I'm just weak and pathetic after all." Cinder said, depressing herself even more.

"If you truly believe that, then you really are weak and pathetic." Spidey told her.

"But what I can do? Compared to Goblin's limitless power, I'm just…nothing." She told Spidey.

"Just because Goblin has seemingly limitless power, doesn't mean he can't be beaten, or that he understands what power is." Spider-Man said to Cinder.

"Then what is power to you?" Cinder asked him a question on what true power is.

"The way I see it, there are two sources of power, one that is stronger than the other. There's external power sources like the Maidens and relics, and while great, they can only get you so far in battle, or in life itself. But your inner power that dwells within the body is practically limitless thanks to the four, inner components of life." Spider-Man lectured her on power, gaining her interest.

"Four inner components of life? What are they?" Cinder asked the genius hero.

"Heart, soul, the will to never give up and the bonds of friendship. If you understand those, you are truly invincible, no matter who you face." Spidey said, gaining a gasp from Cinder. "Take it from me personally. Even with my amazing spider powers, I have had a few close calls and has almost died time and time again. Like the time Doc Ock buried his underwater base on top of me, or the time I had to fight one of Galactus' Heralds, who was pretty much a cosmic fall maiden that could destroy the world. Both times, I was the on the edge of my rope. Close to death and left with little options left. And even when it all seemed hopeless, I still kept on fighting, even when those I'm fighting are stronger than me. I never gave up. I would push pass my limits even if it kills me until I achieved victory. And I did, time and time again. And I'll keep on doing it until I win."

 **BGM-Dragonball Super OST - Master and Pupil**

Cinder is struck speechless from his little speech, that even if it kills him, Spider-Man would never give up in his goals until he won. The serious webhead then takes a few steps back to show her something. "Let me show you a better example of what I mean?" He said as he quickly powers up his blue Other aura, with its godly power overflowing and surrounding his body.

"You already know about my basic Other powers. This power, while amazing, can only reach its full potential when it completely resonates and understands with your inner self. Observe!" He then flashes his Webware and immediately materializes his Iron Spider Armor, granting him his Spider Style form while in the armor. **"This is the kind of power you achieve when you want to ascend to new heights and push pass your previous limitations. But don't stop there! You can still rise even higher and higher!"**

Spider-Man then stomps his feet hard into the ground to steady himself, powering up his aura to reach new lengths and heights. He then starts screaming very loudly, causing his aura to burst in power, creating powerful wind currents that almost blown Cinder away from the rooftop. The power coming from Spider-Man shakes the entire hospital building, heck, probably even the whole world as he continues powering up, **"This next energy has to come even deeper inside! Push hard to find it!"** He told her as he continues powering up his aura, as a dark and blue stream line of energy starts to surround his entire body in an orb, signifying that Peter is finalizing his armor like he did against Onslaught.

Lightning starts to crack from the sky above, as Cinder finally regains her balance and tries to look through the smoke where Spider-Man was in the middle of. She is then met by a few lightning bolts coming from where Spidey was, just as the dust settles, where she is found utterly shocked and speechless at who she's looking at, which appears to be a black and silver armored Spider-Man with multiple eyes and two, big wings of energy sprouting from his back, and electricity cackling from top to bottom.

 ** _"_** ** _This is what happens when you understand your inner self and trust your friends. You achieve great power, and can accomplish almost about anything."_** Black Ace Spider-Man said in a calm and soothing tone of his dual voices to Cinder while standing still in a badass pose.

"W-What amazing power. Just what is that?" Cinder asked in utter shock and awe at the power that Spider-Man has achieved and control over.

 ** _"_** ** _I'm in a whole world of power, the likes that's extremely hard."_** Spidey answered her.

"Your voice…It's different. It's like a combination of your normal voice with that of your Other. That beast from before." Cinder noticed his dual voice, recognizing Ero's voice from the battle for Vale. "So, what are you? Are you Spider-Man or his Other?" She asked him a very good question on who she is talking to.

 ** _"_** ** _I am neither, and I am both. Was that too complicated for you?"_** Spidey gave her an implicit and deep answer to think about.

"N-No. No, no, no, no. I understand." Cinder replied. _"I don't think I'm talking to a normal human being anymore. Just WHAT has Peter Parker have become? His whole presence. It's different from before. And his power. It's incredible. And yet, so warm. It feels so…good."_ She said in her mind, commenting that being around Spider-Man somehow makes her feel good about herself.

Spider-Man lets out a grunt before he falls to his knees in pain and powers down back to his basic costume. "Spider-Man! Are you alright?" Cinder actually showed signs of concern for the hero, which is a first for her.

"Yeah, I'm okay. That amount of power can be a real strain on the body, and that was only at level one." Spidey said as he gets up on his feet thanks to Cinder.

 **BGM Ends**

"Now do you understand what I've been trying to tell you?" Spidey asked his pupil.

"I-I guess so. This is…Could I become that strong?" Cinder asked the webhead.

"Only if you choose the right path your heart tells you, then anything is possible." Spidey told her.

"Okay. Thanks…for the help." Cinder said, breaking out a genuine smile from her face.

"Hey. Helping people is what I like doing. It's one of the reasons why I want to become a scientist when I get older." He said to Cinder, which shocks her that his dream is to work as a renowned scientist.

"Your dream is to become a scientist? You have all this power at your disposal, but you want to devote the rest of your life working in a boring lab?" Cinder asked him, a bit dumbfounded that with all of his power, he wants to limit himself to become something a little smaller than being say a king or anything similar.

"Yup." Spider-Man casually replied to her with a smile behind his mask.

"Why?" She asked.

"It's something I've always dreamed of becoming when I was a kid. Help people with the power of science. It might sound boring to some, but to me, I can't dream of becoming anything else." Spidey told her.

"Oh. Well, I hope you achieve your dream one day." Cinder said to him.

"Thanks Cinderella." Spidey said to annoy her. "Whelp, I'm gone. See ya tomorrow." He said as he runs off.

"Wait!" Cinder shouted, causing Peter to stop on his tracks and looks back towards her. "Could you, come back later tonight, to continue…training me in helping me understand more about myself?" She asked him, looking a little embarrassed to ask him such a ridiculous favor.

"Of course! It's a promise!" Spider-Man happily said, which surprises her that he accepted her request so easily. He then raises out his fist up close to her for a fist bump, as a sign of promise. Cinder looks at him and his fist for a few seconds, wondering what she would do, before happily giving him the fist bump he was waiting for. "See ya!" He said before web swinging back to Beacon, leaving Cinder to look back at her fist and thinking about all the things Peter has said to her over the past few minutes about heart and friendship.

"A promise, huh?" She asked herself with a smile before looking back at the city Spidey is web swinging through.

* * *

 **Earth, New York City over at Stark Industries**

"Whooooa…" The President of the Schnee Dust Company, Jacques Schnee, said in awe while looking at the giant Arc Reactor that's fueling Stark Industries power.

"Nice, right?" Tony Stark asked him as he walks towards him.

"I've never seen such energy. We don't quite have something like this back in my world." Jacques said to Stark.

"And I doubt your company will ever develop something this advanced by the next century." Stark said, angering Jacques.

"Watch it, Stark." Schnee warned him.

"Yeah, yeah, whatever Jacky." Tony said as the two of them walk together through the halls.

"So what did you want to show me today, Stark, because I'm a little busy overseeing the production of the Atlesian Paladin-HBXs over at my own company?" The Schnee President asked Stark.

"Be patient, Jack. This won't take long." Tony said as they entered his main office, where waiting for them are five mysteriously bright small emeralds sitting on Tony's desk, each with a different color: Red, blue, purple, yellow, and prismatic.

"What are these? Emeralds? You called me in to look at emeralds?" Jacques asked Tony, thinking that he's an idiot for wasting his time.

"Not just any emeralds. These are the new 'ISO Emeralds' me and the other science bros have been working on for the past few weeks." Tony started explaining the emeralds to him as he picks up the blue emerald with his hand. "Using special ISO-8 that incorporates the data we recorded from mystical gems called the Chaos Emeralds from another dimension, we've managed to create our own extremely powerful gems, with their power output being greater than the Chaos Emeralds themselves. We've only created five so far, but once we have a complete set of all seven, we can use their power to fix all of our reality. Fixing all of the damage Osborn's done to our worlds." He finished explaining to Jacques.

"Incredible…I never knew such power existed or could be created." Jacques said, very impressed and a bit shocked that the emeralds have that much power.

"Well you are talking to the guy who synthesized and created a new element. Stuff like this is nothing that I can't handle." Stark said to his business partner.

"I must say, Stark. Despite that fact I don't like your attitude and the way you run your business, I do can't help but respect your work-."

"Wait-wait-wait!" Tony stops him from talking so he could back track on an earlier comment. "Are you actually giving ME flack on how I run my company? Have you even checked your company's track record in the past decade?" He asked the Schnee President.

"What are you referring?" Jacques asked him with a serious tone of voice.

"Let's see…" Tony sits down on his desk and pulls up a holographic image in front of him. "Unethical practices, problematic labor forces, apathetic towards Faunus safety. The list goes on, dude." He said, showing the hologram towards Jacques.

"Stark…" The Schnee started talking, warning him not to further push his anger.

"And what about you, Jack?" Tony continued talking, ignoring Jacques' previous warning as he stands up from his desk. "You married your wife just to have control over your company, which eventually drove her to alcoholism. You drove away your own daughters simply because their opinion didn't match your own. If I were to guess, in two years' time, your company will go out of business if you continue this selfish attitude of yours." He said to Jacques with a serious expression on his face.

"You listen here-!" Jacques shouted at him.

"NO! YOU LISTEN HERE!" Tony shouted back, unintentionally using the power of the blue ISO Emerald to knock back Jacques a few feet back from its great power, even causing the office to shake a little.

Tony looks at the emerald in his hand, amazed that it's even more powerful than he imagined before putting it in his pocket and staring at the silent Jacques. "You know who I'm looking at in front of me? A cold, vindictive, overbearing, selfish, unloving and an amoral man who thinks his family is nothing more than tools for him to use on a daily basis. Not even my father, who was never there for me when I was growing up, would ever say that, because I knew, deep within his heart, he did care for me, and would be proud of how far I've grown. Would you ever say that to your own daughters?" He asked Jacques up close to his face, but receives no answer, just empty stutters coming from his mouth.

"Of course not. I wonder if you would be happier if they died in battle, or worse." Tony asked, walking away from the Schnee.

"That's not true!" Jacques argued.

"Are you sure about that, or are you just lying to yourself to make it out true?" Tony asked, causing Jacques to shut up again. "You see; this is how this ordeal started. With Norman Osborn. That man was corrupt and insane to the core WAY before he started to work as a criminal. I repeatedly felt bad for his son whenever I saw him, because I could tell Norman never gave a DAMN about him. Heck, I was devastated and heartbroken when I heard that he killed his own son simply for ignoring his wishes. Is that what you want to become? A murderous psychopath that would kill anyone simply for not bringing in their coffee in the morning? Because I can tell buddy, you are set for LIFE with the way you're acting." Tony asked the Schnee President, which definitely got through to his heart, causing him to get mildly depressed, so depressed that he had to sit on a chair next to him and hold onto his head while he thinks deeply to himself.

Tony grabs the remaining ISO Emeralds from his desk and starts walking out of his office. "Make sure to lock up when you're done sulking. Though I might have JARVIS do that for ya. Isn't that right JARVIS?" He asked his company's AI.

 _"_ _You are correct, sir."_ JARVIS replied to him.

"Heh. Even though he's only an AI, I still respect and care for him. Would you ever do the same with your AI, if you own one?" Tony asked the depressed Jacques, who doesn't reply to him at all. "Guess not. Well, see ya Jacky. I'll order some strawberries that you can eat by your lonesome at your boring office at Atlas." He said, closing the door behind him, leaving Jacques to depressively sigh to himself.

* * *

 **That evening over at Avengers Mansion**

Weiss has just about wrapped up her training session with Doctor Strange for the day, with her getting more and more proficient in magic spells, but more importantly, finally mastering her summoning abilities using her Semblance.

"Very good, Weiss. I'm impressed just how far you've come in the mystic arts in such a short amount of time." Strange congratulates the exhausted Weiss.

"Thank you, Doctor Strange. I'm just more glad I'm finally mastering my summoning." Weiss said with a smile.

"Indeed. Both me and your sister just knew you had the potential within you this entire time. All you had to do was cast aside any self-doubt you had about yourself if you wanted to reach your full talent." Doctor Strange told her.

"Yeah." Weiss nodded. "All of my friends are working so hard to become stronger. To protect the world of tomorrow. I can't let myself be the only one lagging behind them, otherwise I'll just be a burden to them. I have to become stronger. It's my job as an heiress, but more importantly as a Huntress, to stand up in front of the rest and give it all I got to protect them."

"Yes, you are correct. You definitely fit that bill very well. Now go get some rest. It's starting to get dark." Doctor Strange advised her.

"I will. Thank you." Weiss said with a smile.

* * *

 **Avengers Tower**

In his lab, Hank Pym, also known as Yellowjacket, was working on his computer on a little project before Weiss enters his door. "Ah Weiss. What brings you here tonight?" He asked the heiress.

"I was wondering where Tony is. Have you seen in lately?" Weiss asked the Avenger.

"Not since this afternoon. Why? Did you wanted to talk to him?" Hank asked her.

"Just ask him a few more questions about how to properly run a company, that's all. Anyways, what are you working on? I thought you were helping Dr. Richards on some special weapon to beat Goblin." Weiss asked him as she moves closer to the shrinking superhero.

"Already done most of what I can for today so I can focus on finding out Goblin's current location." Hank said, turning back to his computer.

"How?" Weiss asked.

"By using Ultron." He answered her while he continues typing on the computer, with an image of Ultron popping up on screen.

"Ultron?" Weiss asked, wondering what he means by using Ultron.

"Remember, Ultron was my creation, and even though he's evolved a lot over the past few years, there are some parts of his A.I. that I'm sure hasn't changed one bit. If can just hack into one of his hidden software programs, I should be to track his signal and home in on his current location." Pym explained it to her.

"That's amazing! How long until you finished?" Weiss asked, excited that they might have a lead on where Goblin is currently at.

"I am just…about…done!" Pym said as an image of Remnant's partially shattered moon pops up on his monitor.

"The moon? Our moon? Is that where's Ultron currently at? Why?" Weiss asked the scientist, confused on why Ultron might be on her moon.

"I have no idea. I'm not picking up any life signs or any form of activity there." Hank said while searching through multiple holographic screens. While he does that, an emergency alert screen pops up on his computer. "What?!"

 **BGM-Marvel vs. Capcom Infinite OST- Ultron Theme**

An evil, robotic laugh is then heard from his many monitors all around his lab. _"I was wondering when you were going to find out, 'father'."_ A monotone, robotic voice said to Pym from his monitors.

"That voice. Is that…" Pym and Weiss then look at the big screen in the room, where a live recording of both Ultron and the green-faced infected villain M.O.D.O.K.

"Ultron and M.O.D.O.K.!" Weiss finished for him.

 _"_ _Ah, Ms. Schnee. It has been quite a while since we last met. I see that you are doing well."_ M.O.D.O.K. kindly greeted the ice queen.

"Can't say the same thing about you. Have you gotten uglier since we last met or am I just noticing?" Weiss joked with a smirk and crossed armed, angering M.O.D.O.K. to make his green face red with fury.

 _"_ _You little-!"_

 _"_ _Quiet, M.O.D.O.K. We are not here to argue with the inferior beings."_ Ultron told off his partner, cooling him off.

"Why have you contacted us, Ultron?" Yellowjacket asked his former creation for peace.

 _"_ _To congratulate you for tracking me down, Dr. Henry Pym. There was a reason why I deliberately didn't update part of my many software, was to help set out a trap just in case I had to face you Avengers again."_ Ultron explained to him.

"Why are you on my world's moon?" Weiss asked the murderous killer bot.

 _"_ _We have been busy working on a special project with our lord and master here, and since we didn't want to be disturbed, we installed advanced hi-tech cloaking signals all around the moon courtesy by yours truly, that way none of you could've found us out until it was too late."_ M.O.D.O.K. informed the heiress and genius Avenger as he laughs his butt off.

"What is this 'special project' you two are referring?" Yellowjacket asked the two infected villains.

 _"_ _Behold…"_ The screen then changes to show Remnant's moon, with the surface slowly evaporating as the cloaking tech work its magic, revealing a newly constructed, full moon made of metal that has Ultron's face and red eyes, staring down menacingly at the planet Remnant below from space. _"This is the Ultron Satellite!"_ Ultron introduced their lunar base to the two shocked hero and Huntress.

"Ultron…Satellite…" Weiss carefully repeated those words.

 _"_ _Correct, Ms. Schnee. The supreme space colony, created by the perfected hands of geniuses such as me and M.O.D.O.K., now armed and ready for conquest. We just finished putting the last touches yesterday and are currently in high maintenance."_ Ultron said with a sinister laugh to the still shocked heroes.

 _"_ _Aww, don't give us that face. You should be happy that we were kind enough to repair your moon, after we were disgusted to see no one else were bothered to do so. Or was it because your world lacks the proper tech for space travel to accomplish such a feat?"_ M.O.D.O.K. insulted Weiss and her 'primitive' world's tech since the likes of Dust doesn't work outside Remnant's atmosphere.

"You…" Weiss snarled at him with anger showing all around her face.

 _"_ _And this is only the beginning."_ Ultron continued. _"We still have one more surprise we want to show you. Behold! The ultimate, most advanced hi-tech weapon in the universe that can pierce even the stars themselves: The Final Oz Blaster!"_ He stated, re-showing an image of the Ultron Satellite, where from its red open mouth, something very powerful is charging up inside.

"The Final Oz Blaster?" Both Weiss and Hank Pym said at the same time while looking at the Satellite charging up its attack.

 **BGM Ends**

* * *

 **Remnant, Rooftop of the Vale Hospital**

Around the same time as Ultron and M.O.D.O.K. are about to introduce their new weapon, both Spider-Man and Cinder are continuing their training together as promised. Their fist fight is pretty intense, with Spider-Man actually trying against her, which she couldn't have it any other way. The two clash repeatedly, able to block and counter each other's move, putting themselves at a stalemate.

In the amidst of clashing fists, Spider-Man's spider-sense triggers him to an immense danger, leaving himself wide open for a frontal kick from Cinder, causing him to skid across the rooftop. "What was that?" Peter asked as he looks around his area, looking for the danger.

"What's wrong?" Cinder asked him.

"My spider-sense picked up something very dangerous close by." Spider-Man replied to her while still looking around for the source of the danger from his spot.

"Where? I don't see anything. You sure that thing isn't on the fritz?" Cinder asked, helping him in his search for danger.

The hero and the anti-hero look around the rooftop and stare down at the streets below to find nothing suspicious, that is until Spider-Man decided to look up into the clear, night sky above and is turned completely shocked and wide eyed at what he is staring at.

 **BGM-Sonic Adventure 2 OST- Conquest**

"Um, quick question?" Spider-Man asked Cinder while not turning his attention away from the sky.

"What is it?" She asked him.

"Has your moon always had a robotic face on it that looks suspiciously like Ultron?" Spidey asked her.

"What? That's crazy." Cinder said, thinking he's crazy. She slowly moves her head over to the moon as she continues talking. "That can't…be…the…case…" Slowly, she starts to see what Spider-Man is talking about and is absolutely speechless and terrified at what she's staring at.

Just around the same time, the people of Remnant look up into the sky and see that their moon has changed to Ultron's face and is powering up a huge, red laser blast coming from deep inside its open-wide mouth. _"Firing Final Oz Blaster!"_ The computer coming from the space station said, with the space colony firing its destructive red beam deep in space, with all of Remnant able to see the enormous beam destroy a cluster of nearby stars, with the laugh of the Goblin King can be heard all across the entire planet, frightening its people and creatures.

 **BGM End**

Back on top of the Vale Hospital, Spider-Man and Cinder have just finished witnessing the Ultron Satellite destroy all those stars in space while the civilians down in the streets are absolutely terrified. "He…He just destroyed a cluster of stars. That's…That's impossible." Cinder said horrified, completely shocked that Goblin has that much power to destroy even the stars themselves.

"Aw man. And it was the Big Dipper too. That was my favorite constellation." Spidey joked as if nothing happened to really impress him.

"How are you still joking at a time like this? Goblin has just transformed the moon into his own battle station that is constantly staring down at us!" Cinder asked him, annoyed that he is taking all of this so lightly.

"Oh please. Compared to when Thanos destroyed half the universe, these are just common fireworks on the Fourth of July." Spider-Man told her.

"I thought you were joking!" Cinder said, surprised that there was a being in his world that destroyed half of the universe.

"Why would I joke about something as ridiculous and nonsensical as that?" Spider-Man asked her, annoying her in the process. Before they could continue arguing, Peter gets a call from his Webware. "Hold on just a sec, okay Cinderella?" He asked the annoyed Cinder before answering the call. "This is your Friendly Neighborhood Spider-Man speaking. How can I help you laugh today?"

 _"_ _Spider-Man! Helicarrier! Now!"_ Director Nick Fury called him in, not in the mood for his jokes before hanging up.

"I wonder what crawled under his pillow tonight?" Spider-Man asked, not taking Fury's call seriously.

"I can give you one, giant guess what he could be referring." Cinder told the webhead. "You should probably get going before you make the one-eyed man even madder."

"I tend to do that anyway." Spider-Man said.

"Then do you want me to get your coffin ready?" Cinder joked with a creepy smile on her face.

"No need. I can pick on up after this mess. See ya." And then the Amazing Webhead swings off to go find Fury and his Helicarrier in hopes of stopping Ultron and M.O.D.O.K.

* * *

 **High above Beacon Academy inside the Helicarrier**

 **BGM-Sonic Forces OST- World Map (War)**

Inside the main bridge of the massive aerial craft, Director Nick Fury, Captain America and General James Ironwood are currently organizing a plan with the likes of Iron Man, Spider-Man, Winter, and Maria Hill around the roundtable they are sitting on.

"Alright everyone. Listen up. Our mission tonight is to take down that moon base before Ultron and M.O.D.O.K. have the nerve to shoot its weapon right down to Remnant. One single blast from that space colony has enough power to destroy the entire planet, so we can't risk having that thing up there in space staring down at the planet any longer." Fury started to explain the plan to the heroes.

"Okay, so how do we take that thing down?" Spidey asked the Director.

"According to Hank Pym, there should be a control center powering the weapon inside the base. He's already developed a virus program that should deactivate it." Ironwood informed them.

"While a small team enters the main base to install the program, the others will distract the main forces outside, drawing the enemy's attention, with Ms. Schnee and Hill commanding the soldiers from the new, space 'Astro-carriers' and the Atlesian ships." Captain America continued.

"But how will we get to space? None of the Atlesian ships have the tech or engines to leave Remnant's orbit without our Dust failing on us." Winter asked them.

"Thanks to S.H.I.E.L.D. and Stark Industries, we've upgraded your tech and engines, that way you can fly out up in space to take out the enemy fleet." Maria Hill answered her.

 **"** **Your welcome by the way."** Iron Man spoke up.

"We're gonna leave in a few. So Stark. Spider-Man. Go gather a team for the upcoming raid and get ready. We have work ahead of us." Fury said to the Avenger and his spider intern.

"Aye aye, Fury." Spider-Man said to mock his only eye, causing Fury to angrily growl at the webhead while giving him his meanest expression on his face yet.

 **BGM Ends**

* * *

 **Outside of Beacon**

Wasting no time, Iron Man and Spider-Man quickly managed to gather some heroes to help them in the raid against the Ultron Satellite. Iron Man has gathered the likes of some of his fellow Avengers such as War Machine, Wasp, Spider-Woman (Julia Carpenter), and Black Panther, while Spider-Man gathered some of his Remnant friends such as Weiss, Blake, Pyrrha, and Penny, all ready to go to the moon.

"Aw man. Why can't I go?" Ruby asked Spider-Man and Penny, depressed that she wasn't chosen to go to space. "I always wanted to go into space."

"Sorry, Ruby, but someone has to watch the city in case Goblin decides to attack while most of us are out. If it makes you feel any better, I promise to bring back a space rock as a present." Spider-Man said to cheer up his friend/sister.

"Make that two." Penny said with a smile and a peace sign from her hand.

"Really?! Cool! You guys are the best!" Ruby said, regaining her happy, 15-year old self.

While those three are talking to each other, Pyrrha and Blake are in the middle of a conversation of their own. "Can't wait to fight Ultron again. It's time I gave him a little payback from last time." Pyrrha said with a determined smile, excited and ready to take on Ultron for easily beating her back at the Beacon Vault. "How about you, Blake? Are you excited?" She asked the faunus.

"Well, yeah. We're gonna be one of the first people from Remnant to go to space. We're making history here." Blake said with an excited smile.

And while those two teens are excited to go to space, Weiss and Iron Man were in the middle of small talk, with Tony handing her some ISO-Dust unknown to her. "What are these?" She asked while staring at the ISO-Dust.

 **"** **Antarctic Vibranium ISO-Dust, also known as Anti-Metal, found only in the isolated region of Antarctica, now combined with Dust and ISO-8 thanks our two companies."** Iron Man started explaining it to her. **"They're known to weaken the molecular structure of any sort of metal, Vibranium and Adamantium included. These should be enough to weaken Ultron's indestructible body for a chance to really finish him."**

"Got it. Thanks." Weiss said with a smile.

"Weiss."

 **BGM-Megaman X8 OST- Sorrow**

Weiss and Iron Man turn around to see her father, Jacques Schnee, walking up to her. The heiress and the Armored Avenger give a serious expression towards the corrupt business man as he steadily walks closer to the two. "I just want to say…good luck out there, and please come back safely." He honestly said to his daughter, with those words actually coming from his heart, which Weiss can tell. "I know I haven't been a good father lately, and I can't blame you for thinking that, but I want to start, right now, to encourage you on any future decisions you might have, and always be there for you. Hopefully, after you save the planet, me, you, your sister, and your brother can have a little celebration party, just ourselves, if you want that?" He asked his daughter.

Weiss, trying her best to hold back her tears of joy, of her father FINALLY changing his ways, smiles at him. "Yeah. I would really like that." She said before giving him a hug, which he happily accepts. "I love you, dad." She said with tears coming down her eyes.

"And I love you too. I truly mean that." Jacques said before letting go of her daughter. "Now go save the planet, Weiss." He said to her.

"I will." She said with a nod, which makes her dad smile.

 **BGM Ends**

 **"** **Now you see…"** Iron Man walks up to hug Jacques by his neck. **"That wasn't so hard now, was it? Now let's see you trim that stupid mustache of yours and grow an awesome goatee like mine."** He joked.

"Shut it, Stark." Jacques said, causing Weiss to laugh at the two Presidents of their respective companies.

 **BGM-Megaman X8 OST- Advancement**

From close to the Quinjet, Black Panther can see some of the Astro-carriers and Space Atlesian Ships already heading for space to attack the Ultron Satellite. "Guess it's time." He said to himself before turning to the other heroes. "Avengers! Huntsmen! We have no time to waste! Let's go start attacking that space colony before the Goblin Nation decides to destroy this planet! Let's move!" He said to his fellow teammates and friends.

"Right!" Both heroes and Huntsmen said at the same time.

"Avengers? Does this mean I'm an Avenger now?" Spider-Man asked Blake.

"Nope." She replied with a smile.

"Awww." Spidey said depressed, causing Blake to chuckle at his miserable state.

 **BGM Ends**

* * *

 **Above the planet Remnant, Right next to the Ultron Satellite**

 **BGM-Megaman X6 OST-Gate's Laboratory Stage 1-2 (Secret Lab) / (Counter Hunter Stage 2)**

The assault on the Ultron Satellite has begun, with both heroes and enemy ships sharing missiles and laser cannons at one another, with hundreds more, small fighter jets attacking each other right next to the mechanized moon, with explosions popping up all over for all of Remnant to see. Both ship commanders, Maria Hill and Winter Schnee, are ordering around their troops, encouraging them to keep on fighting while the heroes in the Quinjet land down somewhere on the surface of the moon colony.

Everyone, with the exception of Spider-Man and Iron Man because of their armor, are wearing state-of-the-art space suits designed by Stark Industries and the Schnee Dust company to help them breath in space.

"I can't believe it! We're actually in space!" Weiss said while looking back at her partially shattered home planet from the moon. "This is so beautiful!" She said, marveling at the vast emptiness of space.

"I know!" Blake said, with Pyrrha and Penny joining in on the sightseeing.

"This isn't the time for sightseeing, girls, because we have company!" Spider-Woman said, as they all get in position to fight against the many Ultron Bots, A.I.M. droids, and Goblin Guards, with dozens of them looking very familiar and flying on jetpacks.

 **"** **Wait a minute."** Spider-Man takes a closer look at the flying Ultron sentries coming right at them, with their design reminding him of an old enemy. **"Their armor. Their just like MACH-X's. They're coming in packs now?!"** He asked as he and the other heroes start fighting against the robots.

"Guess Ultron must've upgraded them and decided to put his face on all of them." Blake said, using her Semblance and the ISO-8 embedded into her new clothing to create three more solid clones to destroy the incoming robots coming right at her.

As the fighting against the robots continue, War Machine finds himself surrounded by a couple of A.I.M. droids ready to aim and fire at him. **"You say aim, I say target!"** He said, unleashing a barrage of missiles at the drones, instantly destroying them, but back up has just arrived to take their place. **"More of you? Good. I was beginning to think this was dull."** He said, firing up his red energy saber from his gauntlet and start slicing them up, leaving a pile of scrap on the ground.

 **"** **Push that suit hard, Rhodey. It can take it."** Iron Man encourage his friend while throwing repulsor blast shots from his arm cannon that he manifested from his nano-technology at his enemies, fighting alongside Black Panther, who attacks his enemies with lightning fast claw swipes and his purple daggers.

Using her shrinking powers thanks to the Pym particles, Wasp enters the head of one of the flying Ultron Bots, shutting it down from the inside, causing it to implode on itself. "That was fun. Let me try another." She said before moving towards her next target.

Pyrrha and Penny work together and combine their attacks to destroy a good chunk of robots, with Pyrrha using her Semblance over polarity and throws them at Penny, who then shoots out a large, green beam from her swords blowing them up. "Not bad." Pyrrha said to the android.

"You two." Penny replied with a smile before they are forced to dodge enemy fire.

It was then for the two Spiders to team up, webbing up a couple of Goblin Guards and throwing them at Weiss. "Heads up!" Spider-Man shouted at her, with Weiss creating a giant mystic sword with her Semblance thanks to her training with Doctor Strange and slices them in half.

She looks behind herself to find even more Goblin Guards and Ultron Bots to trash. "How about this!? Spell of Vishanti!" She shouted, using her glyphs to summon a giant column beam beneath the flock of robots heading her way, blowing them up into millions of pieces.

 **BGM Ends**

"Nice one!" Spider-Woman complemented Weiss on her skill.

"Thanks." Weiss replied with a smile.

 **"** **Is that all?"** Spidey asked, thinking the fight is done.

 _"_ _Hardly!"_ A familiar, robotic voice said, ending with an evil laugh.

 **BGM-Megaman X8 OST- VS Maverick Intrusion Crabz-Y**

The heroes turn to their front to find three large robot vehicles coming their way: Two of them being Hydra's giant octopus like robots called Hydro-Bots, and one of them being a walking tank packed with a cannon and a green/purple color scheme, all three machines being controlled remotely.

 _"_ _Say hello to our newest invention: The Kingslayer Mark 1."_ Ultron introduced the machine through its inner-comm.

 **"** **More like a Metal Gear REX rip-off to me!"** Spider-Man joked before the heroes dodge the many cannon fire coming from the giant, walking tanks of destruction.

"We have to take these monstrosities down before we can head inside the base!" Black Panther said to the others, firing off more of his special, explosive daggers at a Hydra-Bot.

"You three! Ready?" Weiss asked Spidey, Blake, and Pyrrha if they're ready to be launched.

"Ready!" They replied, with Spider-Man transforming his armor into his Vibrant Wolf ISO form, now that his ISO meter is above 50%.

Using her glyphs, Weiss launches her friends directly at the Kingslayer, with Spider-Woman shooting her webbing at it to distract it long enough for the three super powered teens to do some damage on it, but the hull of the armor is very durable that none of their attacks barely perform a lot of damage.

"Damn! It's armor's thick!" Pyrrha stated before dodging laser fire from its cannon.

As they continue fighting, they notice more droids coming their way to fight them. "Great. We have more incoming." Blake said, now forced to turn her direction to fight against the robot army, transforming her weapon into her chain rod and starts whipping at the opposition with a flame whip.

While Iron Man, War Machine, Wasp, and Penny attack the second Hydra-Bot, the billionaire, playboy genius gets a call from Winter Schnee. _"Stark. We're sending in back-up. They should arrive any second now."_ Winter informed him.

 **"** **Perfect."** Tony said with a smile.

While the heroes continue fighting the massive robots and the smaller robot army, four giant, bulky mech suits that look likes one of Tony's Hulkbusters with a black/silver/gray coloring makeover fall down from one of the Atlesian Airships and starts backing up the heroes with its missiles, plasma beams, and punches.

 **"** **Are those Hulkbusters?"** Spidey asked while looking at one of the bulky armors fly up to the Kingslayer and punch it so hard, it collapses onto the ground.

 _"_ _There the newest mechanized battlesuits created by both S.H.I.E.L.D. and the Atlesian Military called the Atlesian Paladin-HBX powered by the ISO-8. They should give you the edge you need."_ Maria Hill informed Spider-Man through his armor's communications.

Thanks to the new Paladin Hulkbusters, taking down the giant bots have just become a whole lot easier, with their power strong enough to punch through the Kingslayer's armor with ease and tossing over one of the Hydra-Bots down to the ground, causing it to explode, with the last one taken care of by a combination repulsor blast from both Iron Man and War Machine, destroying its head.

 **"** **Cut off one head…"** Tony started.

 **"** **And the rest just fall to pieces."** Rhodey finished, giving his friend a high-five in mid-air.

 **BGM Ends**

The armored heroes descend back to the ground of the space colony to see that most of the robots have been destroyed thanks to the Paladin Hulkbusters, giving the heroes a chance to make a break for the main entrance of the satellite, but just before they could enter the complex, two powerful energy blasts hit them directly, knocking the heroes over.

 **BGM-Megaman: Maverick Hunter X OST- Boss Appearance**

"End of the line, Tony! Surrender or be prepared for the beat down of your life!" A female voice said not far from the heroes. As everyone gets up from the ground, they see a blond-hair woman and a man wearing a golden helmet descend down from the air, guarding the entrance to the space colony, and alongside them are a green-skinned woman wearing white battle armor and carrying a sword, a small raccoon carrying a plasma gun, and another blond who is actually a red robot holding his green energy saber in front of him.

 **"** **Carol! Not you too?!"** Iron Man said, shocked to see his friend/fellow Avenger now under Goblin's control.

"More heroes infected by the Goblin?" Blake asked.

 **"** **Yeah. Say hello to Captain Marvel, Nova, Gamora, Rocket Raccoon, and Zero. Didn't think Goblin would go after him though."** Spider-Man said, wondering why Goblin kidnapped a robot like Zero.

"Probably so Ultron can scan Zero and use his data to make his robots stronger." Black Panther believes that to be the case.

"Give up now, Earthlings." Gamora said, pointing her sword at the heroes.

"Yeah. Otherwise, I can finally test out my new plasma gun that I've been working on." Rocket said while smoothly touching his new weapon.

"Did that raccoon…just talk?" Weiss asked confusingly. "That is so weird."

 **"** **Not as weird as being friends with a blue, talking hedgehog that can run faster than the speed of sound."** Spidey told her.

"Awww, it's so cute. I want to pet it." Penny said all adorably, which got on Rocket's nerves since he hates being called cute.

"Alright! That's it! Whoever just called me cute just now step forward, so I can kill ya!" The raccoon bluntly threatened Penny.

"Easy Rocket. No need to get agitated." Nova calmed the talking raccoon.

"I've been itching for a fight all day. Let's go Avengers!" Zero said, getting his beam saber ready for battle.

 **"** **We don't have time for this. Panther. Handle things from here. Weiss. Penny. Let's move."** Iron Man ordered everyone.

"On it!" Weiss said, with her, Penny, and Iron Man moving past the infected heroes to inside the base while everyone else start to fight their former friends.

 **BGM Ends**

* * *

 **Main Control Center**

Inside the main core of the mechanized moon, Ultron and M.O.D.O.K. are busy stabilizing the main weapon's system, that is until they were disturbed by the constant fighting happening inside their base.

"Who is causing all this noise?! Can't those idiots see that we are working here?!" M.O.D.O.K. shouted from his floating chair.

The noise gets louder and louder as it gets closer to the central core. **"It would appear that our guests have arrived."** Ultron said to his partner, and as soon as he said that, Iron Man blast through the doors that leads to the center room while being accompanied by Weiss and Penny.

 **"** **Sorry about the door. I promise to repair it once we shut this place down."** Iron Man joked as his small team confront the evil machine and floating head baby.

 **BGM-Megaman X8 OST-Vile Confrontation (Demo 2)**

 **"** **Ah. It's Stark and the heiress to the Schnee Dust Company. Two children, whose fathers were never there for them when growing up. Never loved or even gave you a second's thought, and now about to die together aboard this space station."** Ultron said to the two rich people, completely ignoring Penny while making both Weiss and Tony angry. **"What do you suppose to accomplish now?"** He asked them.

"Stopping your plans and wrecking your face, metal head." Weiss said, pointing her rapier at the evil machine.

 **"** **You cannot hope to stop us. Our plans are active and are always replicating at an extraordinary rate. Stopping it is almost impossible."** Ultron told them.

"We won't know until we try." Penny said.

 **"** **That's your problem. You say you try, but you don't try enough. You want to protect the world, but you don't want it to change. You don't take the necessary risks needed to change this world for the better. That is why the human race must evolve. All life reborn to achieve perfection and equilibrium. That is our ideal world, and if you can't understand it, then just leave us be."** Ultron said what the Goblin Nation's ideal world is to the heroes.

"And leave you with a weapon that could destroy our planet? Who in the world wishes to change the world with destruction?" Weiss asked him.

"What wishes for destruction…is this world." M.O.D.O.K. answered her. "We're just doing our job helping it along and giving it what it wants. The moment of the world's unraveling is upon us!"

 **"** **Alright, that's it. I'm tired of all this philosophical junk."** Iron Man said, tired of all this stuff about ideals and changing the world by destroying it. He raises up his right gauntlet and prepares a missile that's directed at Ultron. **"Prepare to say goodnight, Ultron. Your father sends his regards."** He said before firing the missile at Ultron, who easily deflects it somewhere else in the room before it explodes.

 **"** **Such clueless, unevolved life forms. Fine. I'll teach you that your old ways of living are unneeded in our new world."** Ultron said to the heroes, prompting them into fighting position. **"M.O.D.O.K., go back to the Neo-Oz Carrier. I'll handle everything here."** He instructed his partner in genius.

"As you wish. Make sure to teach them a painful lesson!" M.O.D.O.K said before using his chair to teleport away from the central control room.

 **"** **Will do."** Ultron said with an evil laugh before he confronts the heroes in front of him.

 **BGM Ends**

* * *

 **Back on top of the surface of the Satellite**

 **BGM-Megaman X2 OST-** **Kurogane THIRD, T21: Rockman X2 Counter Hunter Stage 1 (Remix)**

The battle outside the main base of the moon rages on, as not only the space fight between S.H.I.E.L.D and the Atlesian Military against the Goblin Nation's forces get intense, but also those on the surface of the moon as well.

Pyrrha is going head-to-head with Gamora and her sword, the Godslayer, with the sound of their two swords clashing against one another, with neither one showing any sign of giving up. "They call me the most Dangerous Woman in the Galaxy. Do you think a child such as yourself can stand up against me?" Gamora asked with a horizontal sword slash, with Pyrrha back flipping just in time before the attack could connect.

"I won't know until I try!" She said with determination as she charges at Gamora once more, now with the help of Black Panther by her side.

"I'll fight with you!" T'Challa said to her.

"Thanks!" Pyrrha said, with the two heroes working together to try and overpower Gamora by putting the pressure on her, only for the infected assassin to take out her dual guns and start shooting at them, with the heroes retaliating with their own guns and daggers respectively. Just when you think she would give up, Gamora creates a shadow form of herself which starts to attack Pyrrha, with the real one going against the King of Wakanda.

Not far from that battle, both War Machine and Wasp are in the middle of a tussle with the infected Rocket Raccoon, who decided it was crazy time and starts piloting another Kingslayer, using all of its weapons on the two flying heroes. "Ahahaha! You can't stop me! I'm the BFG!" Rocket said while shooting his lasers at War Machine.

 **"** **No. I! AM! THE BFG!"** Rhodey declared, unleashing all of his armor's weapons right onto the Kingslayer, which actually did some damage to the walking tank.

While Rocket's distracted, the tiny Wasp enters through a cracked window. "And I am the SFG! Now eat my stingers!" She said, using her wasp sting blasts and repeatedly shooting all sides of Rocket's body.

"Ow! Quit it! That's hurts!" Rocket said in pain.

"Yeah. That's the idea." Wasp quipped.

Another great battle is taking place not far from the walking death machine, with Blake and Spider-Woman giving it their all against the dangerously skilled Maverick Hunter Zero, with the red reploid using his Z-Saber to clash with Blake's own black saber. He's even able to create a shadow copy like Blake's with his "Sougenmu" technique, giving her more trouble than she originally expected. And even though he's focused on the cat faunus, he is still able to dodge and cut through all of Spider-Woman's webbing and martial arts.

"Rekkoha!" Zero shouted, charging up his Z-Buster and punches it to the ground, bringing down a salvo of rainbow-colored pillars of energy from the sky onto Spider-Woman and Blake, with the two of them barely able to escape the blasts thanks to Julia creating a web shield just in time.

"Man, I never knew there was a robot this strong even existed." Blake said, surprised on how strong and powerful Zero is.

"He's a strong one, no doubt, but I'm confident we can still take him." Spider-Woman said, not losing any hope of losing.

"Hmph. Is that a fact? I'm interested to see you even try to put a scratch on me, let alone beat me." Zero said, acting all cocky before he rushes towards them to continue fighting.

While all of the fun is happening on the surface of the moon, the most intense action yet is happening up in the wide emptiness of space above the moon, next to some asteroids, with Spider-Man going up against two cosmic warriors: Captain Marvel and Nova, all by himself.

 **"** **Hey guys. Can't we take it easy? I'm not used to fighting in space unlike you two."** Spider-Man plead with them, as it is true that the web-slinger rarely fights in space, and even in his Corvus ISO form, he is outmatched in speed and power against the two cosmic heroes of the galaxy.

"Then this job just got a whole lot easier!" Captain Marvel said, kicking Spider-Man to a nearby asteroid.

"Eat this!" Nova shouted while firing a purple energy beam at Spider-Man, causing him to crash through a couple more asteroids.

"And here comes the dessert!" Carol shouted, putting on her mask and firing an orange beam of energy, combined with Nova's to increase the damage, causing Spider-Man to crash into one of the Goblin Nation's Hellcarriers.

 **BGM Ends**

"Heh. How pathetic. And he was supposed to be the key heir in changing the world? Please. My helmet is more of a key than that kid." Nova said, mocking Spider-Man behind his back.

Somewhere over inside the crash site of the enemy ship, Spider-Man is buried in rubble with no strength to escape, until… _"ISO meter over 400%. Accessing ISO-Great Web Server level 4…Access complete."_ JARVIS said from his armor, which causes Spider-Man's eye lenses to change shape and morph into multiple, red and blue spider-like eyes.

 **BGM-Dragon Ball Super OST-** **The Ultimate Tag Team**

The two, infected cosmic warriors think they have won the fight, but immediately believes that's not the case, as an enormous linear stream of black and blue energy surround the entire battleship they sent Spider-Man crashing through, and before they know it, the entire ship snaps in two, where in the middle of the destroyed ship, surrounded by all the gas and space dust is a dark figure with blue wings of energy staring at the infected with his glowing, menacing eyes while powering up his aura.

"Who in the end-!" Before Captain Marvel could determine who that mysterious figure is, both she and Nova are sent flying through the many asteroids and enemy ships, both large and small, by this dark figure, who is moving at the speed of light itself and repeatedly kicking them through the many floating objects in space.

Not even the Astro-Carriers and Atlesian Ships sensors could keep up with this person's speed, leaving Maria Hill and Winter Schnee shocked on who could be that fast.

Nova and Captain Marvel have managed to brake themselves in space, all banged up, hurt, and angry. "Alright, whoever you are! Show yourself!" Carol shouted at this new fighter.

As requested, the new fighter shows himself, which is revealed to be Spider-Man in his Finalized Black Ace form, floating in space all confident and serious. "There you are, webhead!" Carol said, as she and Nova unleash a full-charged punch at each side of Spider-Man, only for him to effortlessly block each punch with his two arms, which shocks them that he was able to do that.

 ** _"_** ** _You can't beat me anymore."_** Spider-Man said all calm and confident with his dual voice, all while still blocking their two punches.

"Are you sure about that? We've only just begun to fight. With the two of us at full power, beating you will be no problem." Nova proclaimed.

 ** _"_** ** _It's ain't gonna be that easy!"_** Spider-Man told him, unleashing a powerful roar with both his normal voice and the monstrous Man-Spider from his Other, all while unleashing a powerful burst of his blue godly aura, strong enough to blow away both Captain Marvel and Nova a good hundred feet in space.

"Time for a lesson, Webs!" Carol said, combining her energy beam with Nova's to make it bigger and fires at Spider-Man, but with his aura, Spidey is easily able to withstand the attack as he flies through it at light speed. "What?! He's crazy!" She said surprised, but she and Nova are then punched very hard in the gut by Spider-Man before being blown away.

With his Spider-Fu, Spider-Man unleashes a barrage of punches of kicks onto Captain Marvel before kicking her away and then doing the same to Nova, leaving him with no room to dodge or counter, as he is completely helpless against his enhanced speed, agility, and most importantly, his spider-sense. After he's done with that, Spider-Man creates two web glyphs from each hand to form two, medium-sized web shurikens before he throws them at the infected cosmic warriors, creating a huge explosion for all to see from the moon and on Remnant.

 **BGM Ends**

* * *

 **Remnant**

The people of Remnant is watching the battle in space unfold from the TV monitors and are amazed at the spectacle that the heroes are putting up, mostly Spider-Man's. They then see something even more interesting forming in space, a new constellation thanks to the stars, and that constellation is forming into that of a spider.

Everyone on the planet are in awe at this brand-new constellation, even Cinder, who is watching the battle from the Vale Hospital rooftop, is amazed at this new constellation. "Hmph. Show-off." She said to hide the smile she has on her face.

* * *

 **Unknown Wasteland**

Even Salem and her "inner circle" are enjoying the show that the heroes and the Goblin Nation are putting for them from a Grimm Seer, and are just as surprised by this constellation as everyone else on the planet.

"Well then. This is certainly interesting." Arthur Watts, who is actually an LMD spy for Goblin, said to Salem and the other LMDs, who Salem is still clueless about their true identity.

"Truly an interesting battle. Wished I was there." Hazel admitted.

"No kidding. A fight in space? Who ever imagined that could happen one day." The unstable LMD Tyrian said.

"Hmm…" Salem mutters to herself while staring at the spider constellation in space.

"My queen. Is something the matter?" Arthur asked her.

"This new constellation in the sky. The thirteenth sign. What does it mean?" Salem replied before she thinks to herself. "No, wait. It can't be." She said to herself.

"Is something the matter, our goddess?" Tyrian asked her.

"There was a long forgotten myth from many centuries ago. That when the stars above the skies form a brand-new sign, the secret key of mystery will show itself, and those who control the key will be able to unlock and obtain perfect unity and terrifying great power, power that surpasses the relics themselves." Salem informed her 'allies', who are all just as shocked as her.

"What?! That can't be?!" Hazel said in denial.

"That can't be true. Could it?" Arthur asked her queen.

"Even I'm not entirely sure, as the mystery has yet to be answered." Salem said before she gets a realization of something. "Wait. Could this mean that the Spider is the key?" She asked, remembering what Goblin told her a while ago about Spider-Man having more value than the relics and being the 'true key in changing the world'.

"The boy? But that's impossible." Arthur said.

"Indeed. How is it that a boy from another world holds secrets to this world's forgotten history? I have to research this." Salem said, walking away from the conference room, leaving the other three to continue watching the fight from space.

* * *

 **Central Core of the Satellite**

 **BGM-Dragon Ball Z KAI OST-** **The Braveheart Challenges the Strong**

The battle against Ultron inside the space colony's central core gets heated up by the second, with both Iron Man and Penny shoot out an enormous energy blast at the machine menace, who then counters it with his Destruction Wave attack from both hands, causing their beams to clash in an intense struggle.

While that's happening, this gives Weiss plenty of time to launch at Ultron with her energy lance and starts attacking him while using her glyphs to shoot out energy balls at him.

 **"** **That's not enough!"** Ultron declared, manipulating the gravity on Weiss and throws her in mid-air. **"Prepared to be deleted!"** He shouted, summoning his drones to repeatedly attack Weiss in mid-air before they stop and start powering up a deadly beam, Ultron included.

Just as they fired, Weiss quickly uses the magic she learned from Doctor Strange and summons the "Seven Rings of Raggadorr" to protect herself from the blast with a sphere of blue energy surrounding her body. **"How pathetic!"** Ultron said before he and his drones are repeatedly blasted by Iron Man's repulsors.

 **"** **No. That's called being resourceful."** Iron Man quipped as he continues firing his repulsors at Ultron, who gets irritated and fires a powerful mouth blast at Stark, knocking him down.

 **"** **I know all of your moves, Stark. Of you and your allies. There is nothing you could do to surprise me."** Ultron said to the downed Avenger.

 **"** **Ugh. You sure about that?"** Tony asked the killer bot while trying to get up.

While Ultron's distracted, this gives Penny the chance she needs to turn this battle to their favor, by stealth sneaking below and behind Ultron by decreasing her density to become intangible thanks to her new upgrades by Spider-Man and Vision. She then phases through Ultron's head and hacks into his programming, successfully disabling him from entering the internet or any form of way to escape digitally if his body gets destroyed.

 **"** **You shut me out?!"** Ultron said, a bit more surprised than angry that she could do that. He then grabs her by the throat and slams her to the ground. **"You think I care?"** He asked her.

"More or less…" Penny said, struggling to breath.

 **"** **I don't get it. We are both the same, superior kind, and yet you serve the foolish and organic relics of the past."** Ultron said to her, confused as to why someone as advanced as Penny would still work with the humans.

"Some of these guys are my friends. I don't care what they're like, or how old they are. I'm just happy they accept me the way I am." Penny said to Ultron.

 **"** **Insolent, little-!"** Before Ultron could stab her heart, Iron Man and Weiss blast him away from her body.

"I wouldn't lay another finger on my friend if I were you." Weiss warned the robot.

 **"** **What she said."** Tony said.

Ultron slowly gets up from the ground, with his body still unscathed. **"Ugh. You cannot hope to beat me. While you grow tired, I grow stronger. And with my Adamantium/Vibranium body, I cannot be broken.** **Not ever!"** He said.

 **"** **Let's test that theory, shall we? Weiss?"** Tony looks to the heiress next to him.

"Already on it!" She said. With all of her focus and power, using her Semblance, Weiss manages to actually summon an icy version of an Arma Gigas thanks to all her training with Doctor Strange. "Attack!" She commanded it to do, with the Arma Gigas rushing at Ultron with its swords and starts slashing his body repeatedly.

 **"** **Useless!"** Ultron said, blowing away the summon with an energy beam. **"I told you. There is nothing you can do to stop me."** He said.

"Are you sure? Have you looked at yourself in the mirror lately?" Weiss asked him with a smirk on her face.

Ultron wonders what she's talking about before looking at his chest and is shocked to find out something is eating up his body. **"What did you-?"**

"Antarctic Vibranium ISO-Dust, also known as Anti-Metal. Can eat up just about any sort of metal, including your body, which is why I gave it to my summon and it started attacking you without you noticing." Weiss said, leaving Ultron at disbelief that they had that planned all along.

 **"** **Shall we?"** Iron Man asked, getting ready to fire his uni-beam.

"Let's!" Weiss said, using her magic glyphs to ensnare Ultron in the Crimson Bands of Cyttorak and concentrates on all her power, invoking the Hoary Hosts of Hoggoth floating around Ultron. "Annnnd…"

 **"** **Boom!"** Iron Man fires his uni-beam at the captured Ultron, causing a huge and powerful explosion that leaves him mostly destroyed and banged up, with the robot barely able to lift a finger.

 **BGM Ends**

 **"** **Impossible…"** Ultron said weakly, trying his best not to shut down.

"Penny! You good?" Weiss asked Penny, who has just finished installing the virus program into the Central Core that should shut down the Final Oz Blaster permantely.

"Done and done." Penny said as she walks back with the others.

 **"** **Awesome job everyone. How about when were done with this, we go grab a Shawarma?"** Tony asked the two kids.

"Is it good?" Weiss asked him.

 **"** **Surprisingly, it is."** Tony replied with all three of them laughing together.

As they finish laughing, they hear a creaking sound coming from where Ultron was laying down on, slowly getting up from the floor.

 **"** **No…I can't be defeated…not like this…"** Ultron said in his weaken state while standing up. **"My king…I think it is my time…to evolve…"** He said.

And as if his king heard him, Ultron is struck down by a powerful green lightning from the sky, causing him to scream out in pain as his body starts to change. "I think we should leave." Weiss urgently said to Iron Man.

 **"** **Agreed! Grab on!"** Iron Man grabs the two girls and flies as fast as he can away from Ultron, as the base starts to collapse and Ultron starting to grow in size.

* * *

 **Back outside the moon base**

Black Panther and the other heroes have managed to defeat and cure their infected friends from the ISO-Oz formula and are watching them turn back to normal.

"Alright. All that's left is-." Black Panther was about to say where Captain Marvel and Nova are, only for them to crash down unconscious right in front of them, with the cure already administered to them. "Never mind." He said, as they all see the Black Ace Spider-Man descending down to meet them.

"Spidey, you okay?" Pyrrha asked her friend.

 ** _"_** ** _I think that question should be said for these two. They put up quite a fight, if I do say so myself."_** Spider-Man told her while pointing to Captain Marvel and Nova.

"Ugh…What happened?" Carol asked while holding onto her head.

"It's alright, Carol. You're safe." Wasp flies over to her dear friend to see if she's okay.

"Jan? Wait. Where are we?" Carol asked Black Panther.

"To put it brief, we're on the moon in another dimension, fighting for all of existence that is at state." T'Challa answered her.

"Yeah. I remember Tony telling about this before, but how did I get here? Last thing I remember was helping Nova and some of the Guardians evacuate a planet that was on the verge of destruction thanks to this Reality Storm." Carol said, trying her best to think back on that day before she and the others were kidnapped.

"If I recall, we just finished evacuating the last of the people on that planet before we were attacked by an enormous fleet of ships that look like those up there." Nova said, pointing them to the remaining Hellcarriers that are still fighting.

"So you guys got ambushed?" Blake asked them.

"I guess so." Rocket said with a shrug.

"It's still just a blur to us. Everything happened so fast." Gamora said.

"And how about you, Zero? How did Goblin get a hold of you?" Panther asked the Maverick Hunter from another dimension.

"I was assigned to lead a team of hunters to investigate some strange cosmic anomalies that surfaced on our planet, but then were attack by a strange group of Mavericks. The kind like the ones here." Zero said, pointing them to the destroyed Ultron Bots.

"Ultron." Spider-Woman told him.

"So, that maverick's name is Ultron, huh? Robot from your world, I presume?" Zero asked the Avengers.

 **"** **Yup. Ultron is one tough customer that doesn't know when to stay destroyed."** War Machine told him.

"I know the feeling." Zero said, reminding him of his battles against Sigma and how the guy never stays dead, no matter what he or his pal X does to him and his many bodies. "I'll be happy to pay him back for kidnapping me."

"But shouldn't you be worried about going back to your world?" Pyrrha asked the red reploid.

"Nah. I'm sure X and Axl can handle things while I'm gone for a bit." Zero said.

 ** _"_** ** _Axl?"_** Spider-Man asked the Maverick Hunter, as this is the first time he's hearing that name.

"Spidey? That you? Huh? I hardly recognized ya." Zero said, unfamiliar with Spidey's new form.

 ** _"_** ** _I've gone through some changes."_** Spidey told him to keep it brief.

"I can tell. But yeah, Axl's the new kid that joined the Maverick Hunters a while ago. Cocky. A bit annoying at times, but he definitely proven his worth to join the Maverick Hunters when he helped me and X beat Sigma recently. Anyways, but enough of that, where's Ultron?" Zero asked the other heroes.

Just then, Spidey's spider-sense triggers him to trouble, with the entire moon base shaking as if an earthquake just hit the place. "What's going on?!" Blake asked while trying to keep herself steady.

 **"** **Everyone! Move!"** The other heroes turn to see Iron Man holding Weiss and Penny to their location and landing right beside them.

"Tony? What's going on?" Carol asked the armored hero.

 **"** **Hey Carol. Nice to see you. And to answer your question, I have no idea."** Tony said as the earthquake continues to happen for a few more seconds, causing the entire moon base facility to collapse on itself, and from its ruins, a giant Ultron body (Now sharing his design from the movie "Avengers: Age of Ultron") fused with the moon itself and lets out a powerful scream that echoes all across space.

 **BGM-Megaman Battle Network 6 OST- Surge of Power (Anomaly Remix)**

"Whoa! What's happening?!" Wasp asked as they dodge the many laser beams coming from the giant Ultron.

 **"** **It would seem that Ultron somehow fused with the moon itself and has full control over the satellite!"** Iron Man said while counterattacking the body.

In his Black Ace form, Spider-Man takes out his ISO-Web Saber and tries his best to attack Ultron but is then blown back by his power. **_"These readings. There just like what happened with Onslaught and Ryu. Some mysterious power that's causing them to get stronger and stronger over time with no limit in sight."_** He said before using his speed and his wings to dodge all the wires sprouting from the metal moon itself.

All the heroes, and the remaining fleet commanded by Maria Hill and Winter Schnee starts giving it everything they got against the Ultron Moon, but each attack only serves to anger him even more. **"FOOLS! YOU CANNOT EVEN BEGIN TO FATHOM JUST HOW POWERFUL I'VE BECOME! THIS MOON WILL SERVE AS YOUR TOMB AND A CONSTANT REMINDER OF HOW WEAK YOU ALL ARE!"** Ultron said to his enemies, knocking them away with a single claw swipe.

"Darn! We're not doing a damn thing against this guy!" Gamora said while using her guns to shoot at the giant Ultron body.

 **"** **Yo Tony! If you have a plan, do it now!"** Rhodey said while shooting out the wires coming towards him as he flies in the sky.

 **"** **Wait. I think I do."** Tony said, reaching out to his armor pocket and takes out the prismatic colored ISO Emerald. **"Spidey! Catch!"** He throws the emerald to Spidey, who manages to catch it.

 ** _"_** ** _Huh. Are these one of the ISO Emeralds you said you were creating?"_** Spidey asked the playboy while staring at the emerald.

 **"** **Yup. Only have the one on me now, but this should be the perfect time to test out its power."** Tony said while unleashing all of his suits weapons at Ultron.

 ** _"_** ** _Okay. Let's test this baby out."_** Spidey said, concentrating his thoughts to the emerald, changing his aura to match the color of that of the prismatic ISO emerald. Now with even more power, Spider-Man perform a couple of beam slashes combined with repulsor blasts to attack Ultron, which actually managed to do a lot of damage to his body. **_"Not bad. I'm impressed."_** He said before his spider-sense turns him to another danger, with that being in which the Final Oz Blaster is mysteriously back online and is pointing right at Remnant. **_"Not good."_**

 **BGM Ends**

"But I thought I disabled the weapon's systems with the virus program." Penny said, knowing that she did correctly install it into the systems.

 **"** **You did, but Ultron must have overwritten it when he fused with the moon."** Iron Man told her.

"We have to destroy the cannon before it fires!" Rocket said.

"How?!" Nova asked the raccoon.

"Don't look at me! I don't know how to destroy a space station in less than a minute!" Rocket told him.

Desperately, Weiss thinks of some way to stop the cannon before it fires on her planet, and then luckily gets an idea. "I have an idea! Spidey!" She turns to the armored up webhead.

 ** _"_** ** _Hmm?"_**

"Let's combine our powers! Just follow my lead! Hurry!" Weiss said to him.

 ** _"_** ** _I think I have a good idea where this is going."_** Spidey said, quickly flying to her spot.

"You ready?" Weiss asked him, holding out a fist bump towards him.

 ** _"_** ** _Always! When we join forces, the skies the limit!"_**

 **BGM-Sonic Forces OST-Double Boost**

And the moment the two teens collide fist bumps with each other, a giant stream of energy burst out from their area, and from where they are standing, a giant, humanoid Man-Spider with six arms wrapped in blue/silver color armor that resemblances that of an Arma Gigas is then formed, with Spider-Man and Weiss floating inside its head.

"Whoa! That's huge!" Pyrrha shouted, amazed just how big this armored spider form summon is.

"No kidding!" Blake agreed with her.

And from her seat inside an Atlesian Airship, Winter is very shocked and very happy with just how far her sister has improved. "Well, well. This is a surprise. Not even I knew you had THIS much potential, sis." She said with a smile.

 ** _"_** ** _Here we go!"_** Spider-Man commanded.

"Right! Go Arma Spider!" Weiss shouted.

With their new summon, they fly right in front of the moon as the Final Oz Blaster is almost done launching its huge beam down to Remnant, with the giant Ultron also preparing an energy blast coming from his mouth. **"YOU CAN'T WIN! GIVE UP!"** He said.

With the power of the ISO Emerald, flowing through their summon, the duo mentally forms two very large swords for two of its arms while powering up a devastating blue/silver energy beam from the armored Man-Spider's large mouth. "GO! SILVER ECLIPSE SLASH!" The two of them shouted at the same time, unleashing a huge energy beam slash from their swords at the mouth of the space colony which destroys the cannon before it could fire, all while shooting out their beam at Ultron's, easily overpowering his own beam and finally finishing off the robotic menace for good.

The rest of the heroes, and those back on the planet, cheer that the threat has been vanquished and the planet has been saved from almost being destroyed for the time being, as Goblin is still out there and probably haven't given up yet. "Whew. That was a close one." Weiss said, wiping the sweat from her forehead before giving a fist bump to Spider-Man next to her. "Awesome job…brother." She said to him.

 ** _"_** ** _Brother?"_** Spidey asked while giving her a confused look, angering her.

"Hey! If Ruby and Blake can say that to you, why shouldn't I?" Weiss asked him.

 ** _"_** ** _Heh. Fine. You win…little sis."_** Spider-Man gave in by giving her a fist bump.

"Don't call me, little sis." Weiss warned him.

 ** _"_** ** _I am not in the mood for this now."_** Spidey turned away from her while they are still inside the Arma Spider.

"You started it!"

 ** _"_** ** _So let's end this, okay little sis?"_** Spidey asked, causing Weiss to turn away from him angrily.

 **BGM Ends**

* * *

 **Back at Beacon**

After returning from space, everyone is currently sitting outside as they recover from the giant space battle in space while also greeting their new allies. "Here you go, Ruby. Two space rocks, just as we promised." Spidey said, with him and Penny handing over the rocks they collected from space to Ruby, who's mind has been just blown away for actually holding rocks all the way from the moon.

"Aww! Thanks guys!" Ruby said while marveling at the space rocks. Her attention is then diverted when she sees Gamora takes out her Godslayer and Rocket pulls out his many weapons and immediately dashes over to marvel at them instead, throwing the space rocks onto the floor, leaving Spidey and Penny to face palm and shake their heads as they risked their necks to get her those rocks for her.

Ruby excitedly gasp at all Gamora's sword and the many weapons Rocket has with him. "SO! MANY! WEAPONS!" She said while squealing like a little girl.

"You like weapons too, huh kid?" Rocket asked her.

"Absolutely! There's nothing I like more than a new gun for me to shoot at baddies with." Ruby said while pulling out her ISO-Crescent Rose.

"Hey! Would you look at that? I actually found a human besides Quill that shares my taste in guns!" Rocket told Gamora.

"And just as annoying too." Gamora said to him.

Not far from them, Captain Marvel and Nova are currently in the middle of a conversation with Yang. "So I hear you are like me that likes to punch things a lot. Am I right?" Carol asked the huntress in training.

"And I'm also strong, a bit hotheaded, cocky, can absorb blows and dish them out stronger, and have my hair glow whenever I get angry." Yang told her.

"Oh my god, I think I just found the disciple that I've been looking for. Want me to mentor you and teach you how to REALLY kick butt?" Carol asked her with a smile on her face.

"Yes. Yes! YES!" Yang said all happy and excited, giving Carol a high-five, leaving Nova to sigh to himself knowing that this could lead into something very dangerous soon.

Lastly, Blake and Pyrrha are talking with Zero about his world and his past. "So, you don't remember who built you?" Pyrrha asked the Maverick Hunter.

"Don't know, don't care. I try my best to keep the past behind me." Zero told the girls.

"But, don't you get at least a _little_ curious about your origins?" Blake asked him.

"Sometimes, but like I said, that's all in the past. I don't have time to worry about my own problems when there's guys like Sigma and Goblin terrorizing and harming people." Zero told them.

"Right." Blake said with a nod.

"Who is Sigma anyways?" Pyrrha asked him, curious on who he keeps talking about.

"A maverick who has been a pain in my butt for as long as I can remember. Keeps sprouting nonsense about 'evolution' and a 'new age' for reploids, kind of what I've been hearing about Goblin lately. And just like Sigma, he's using someone else to destroy your world." Zero informed them.

 **BGM-Megaman X8 OST-Sorrow**

"You're referring to Spider-Man?" Blake asked him.

"Yeah. Like Spider-Man, my own DNA was used to create a virus that almost destroyed my world thanks to Sigma." Zero said, shocking the two girls. "I felt so violated! I not only caused the death of millions during that incident, but I was also forced to fight my best friend because of him! And it just infuriates me to no end that there are worse guys than that dirtbag in other universes who would do the same and cause even more destruction!" He said with anger in his voice, depressing the two huntresses.

"Oh, I can't image the pain Spider-Man must be going through now. He's not showing it, but I can tell he's hurting inside. Badly. It's…almost too painful to even think about." Pyrrha said, almost on the verge of tears.

"Spider-Man's a strong kid. I personally know when we fought together the last time with Galactus, alongside everyone else. He's not going to let something like this keep him down. It's not in him. But that is also why I'm gonna do everything in my power to bring Goblin down, so that way he won't have to suffer any longer than he has to." Zero told them.

"Thanks, Zero. I'm sure Spider-Man will appreciate it." Blake said to him with a smile, causing Zero to let out a cool, small smile of his own.

 **BGM Ends**

As he walks around the school, Spider-Man's Webware, and his headache, picks up some other worlds that have been infected after defeating Ultron. "Great. Now Zero's World and Earth-982 have been infected." Spidey growls in anger to himself. "Just where are you, Goblin? This isn't funny anymore."

 _"_ _Warrior…Please…You have to save us…"_ A strange woman's voice speaks to Peter in his head.

 _"_ _You are the only one who can…"_ Another woman's voice speaks to him in his head.

"It's those voices again, this time coming in two, and they're different from the lady from before." Spidey said, as his Other form, Ero, appears in his astral form next to him. "Who are they, and what do they want with me?" He asked.

 _"_ _Hmmm. Wait. Can it be…them…?"_ Ero asked himself so Parker wouldn't hear him.

Spidey then decided to look back to see Weiss, Winter, and their father actually being happy with one another for once. "Well, ignoring what that was, I'm just glad to see those three finally getting along." Spidey said as Iron Man walks up behind him.

 **"** **You can say that again."** Tony said. **"Mind if I have back that ISO Emerald back?"** He asked the Webhead.

"Sure. The power coming from that thing is incredible, though a little unstable and a bit hard to control." Spidey said while handing him the ISO Emerald back to Tony.

 **"** **Nothing I can't fix. See ya later, Peter."** Iron Man said before flying away, with Spider-Man swinging over back to Vale to enjoy himself before he hits the bed.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. We're running out of time. We only have three days left until the Day of Reckoning happens. Come on, Goblin. Can't you just give us a sign on your current location? All we want is to punch you, and kick you for a little. That could really help. Wait. What's that Thor? Asgard's being attack by Loki?! Who in the right mind would assault the realm of the gods? Oh right, Goblin. He was never in the right mind to begin with? Better go save the gods then.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Siege on Asgard_**

 **Thor: Loki! Your trickery ends here, brother!**

* * *

 **KFX here: If you haven't guess it, the Zero in this story has already gone through X1-X7, just to let you know. But anyways, next chapter, Asgard gets attacked because Goblin and Loki are jerks. And I'll be also adding some new, exclusive lore only for this story about the gods of Remnant and the relics themselves. All made up by me. If you don't like them, I'm sorry. Anyways, we're nearing endgame, so stay tuned.**


	76. Vol 3 Issue 19: Siege on Asgard

_Vol 3 Issue 19: Siege on Asgard_

 **Beacon Academy (Three Days before the Day of Reckoning)**

The end of everything is almost here for all of reality, as the Reality Storm's intense waves of devastation grows more powerful with every second. On both Earth and Remnant, there has been an increase number of storms and whirlwinds in all corners of the globe, with the heroes doing everything they can to suppress the damage with their abnormal powers, but the only way to completely stop the storm is by stopping Goblin, who's current location is still unknown even when Reed Richards uses a device to scan the entire multiverse for him but still comes up with nothing.

It's a windy afternoon over at Beacon Academy, where the Amazing Spider-Man is seen on top of the dorms' rooftop as he activates his Webware to talk to his blue hedgehog friend Sonic to update him on the current situation.

"Yo Sonic…" Spidey started talking to his pal, with a blue hologram of his friend popping up from his Webware, but something seems off about Sonic, as he looks much hairier than before, looking more like a werewolf. "Whoa, what happened to you? Decided to cosplay as Wolverine after not shaving for six months?" Spidey asked, a bit curious on Sonic's new form.

 _"_ _Ha. Ha. Very funny."_ Sonic said with a fake laugh, with his voice having more of a growl than usual.

Spidey chuckled. "But seriously, what happened?"

 _"_ _Let's just say I stupidly fell for one of Eggman's traps that turned me into…this whenever the sun goes down. But enough about my awesome, new looks. What's going on at your end? Did you beat Goblin yet?"_ Sonic asked him.

Spidey sadly shakes his head in response. "No. We don't know where that nutking's at, but I hope we do soon. We only have _three_ days until everything in existence goes kaboom. We could really use your help with this one, Sonic, along with those Chaos Emeralds."

 _"_ _Wish I could, but I'm dealing with my own problems now."_ Sonic said.

"What's more important than all of reality on the verge of destruction?" Spidey asked him.

 _"_ _Fixing your planet when it blew up into seven pieces."_ Sonic replied, shocking Spidey.

"What?! Yours too?! The same thing is currently happening on my own world and Remnant! Did Goblin do this?!" Spidey urgently asked him.

 _"_ _No. It was Eggman."_ Sonic told him. _"That 'genius' thought it was smart enough to blow apart Morbius into several pieces by absorbing the power of the Chaos Emeralds so he could release some ancient, god monster of darkness named Dark Gaia from deep within the planet for him to use and possibly lose control over, because that 'always' worked so well for him in the past."_

"Do tell." Spidey said.

 _"_ _We've already fixed some parts of the planet back together by going into these Gaia temples so they could recharge the emeralds' power, but Tails have been telling me that he picked up some strange cosmic storms happening all across space and couldn't determine what could it be."_ Sonic continued.

"Sounds like your world finally got invited to Goblin's Destruction of Reality Party." Spidey joked, with Sonic nodding in agreement.

 _"_ _We're about to prepare to head into Eggmanland and restore the last continent with the last emerald."_ Sonic said.

"So ol' Eggy finally managed to build his dreamland, huh?" Spidey asked.

 _"_ _Unfortunately. From what I've heard, that place is just crazy and extremely dangerous."_ Sonic informed him.

"Your kind of place?" Spidey asked with a smirk behind his mask, knowing that Sonic likes a dangerous challenge.

 _"_ _My type of place."_ Sonic said with a smile before the two friends start laughing together.

 _"_ _Hey Sonic. Who are you talking to?"_ A mysterious voice next to Sonic said as the little flying, purple creature flies right next to Sonic.

"Who's that?" Spidey asked Sonic.

Before Sonic could answer his question, his little friend gets in his way and answers instead, annoying the blue werehog. _"Hi, my name is Chip, and you must be the Avatar of the Great Weaver."_ Chip introduced himself, surprising both Spidey and Sonic that he knows the former's current status.

 _"_ _Chip, how do you know that? I haven't even told you a thing about Spidey."_ Sonic said to Chip.

 _"_ _I could tell from his costume."_ Chip said, pointing to Spider-Man's costume, more specifically the red mid-section on his chest that now looks more like a spider ever since Spider-Man visited the temple of Anansi weeks ago.

Forming from a swarm of spiders next to the webhead, Ero appears to join the conversation. **_"I see. Now I remember. You are Light Gaia. It's been eons since we've seen each other. I'm glad to see you are still well."_**

 _"_ _I am now after regaining my memories just a while ago."_ Chip said to Ero.

"Wait, Ero. You know him?" Spidey asked his Other, wondering how the Great Spider-Totem God seems to be good friends with another godlike entity from another world.

 ** _"_** ** _Indeed, but more specifically, the Great Weaver, Anansi, knew him."_** Ero started explaining to both Spider-Man and Sonic. ** _"At one point while swinging through the Great Web, the Great Weaver helped Light Gaia take down Dark Gaia during one of their many destined battles between one another."_**

 _"_ _Yup. He was super kind, and very funny."_ Chip added.

 _"_ _Wow. I had no idea."_ Sonic said, amazed.

"What other gods in the multiverse was Anansi friends with?" Spidey asked his Other.

 ** _"_** ** _Many, since the beginning of existence. And while Anansi got on his fellow gods' nerves with his tricks and wisecracks like another boy I know…"_** Ero said, staring at Spider-Man, who chuckles while scratching his cheek in embarrassment. **_"It was his heart and his great wisdom that the other gods favored and adored about him, and was what got him invited to join the Council of Godheads."_**

 _"_ _Council of Godheads?"_ Werehog Sonic asked him on what that is all about.

 ** _"_** ** _A committee, composed of the gods from different realms, to gather and share information on threats which no single pantheon of gods can handle alone, all led by the All-Father Odin himself."_** Ero explained to them.

"Thor's dad?" Spider-Man asked his spider self, who nodded his head to answer his question.

 ** _"_** ** _All gods, such as the Great Weaver's original race, the Vodu, and Zeus' Olympians, were all part of this council. Even Remnant's god brothers were a part of it as well."_** Ero dropped a small bombshell that surprised both Spidey and Sonic, mostly Spidey, since Sonic still doesn't know much about Remnant besides what Peter told him during their last talk.

"You're kidding?!" Spider-Man asked him in shock.

 ** _"_** ** _Does it look like I'm kidding?"_** Ero asked his other self.

 _"_ _Kind of hard to tell with your face."_ Sonic teased him, angering the Great Spider-Totem.

 ** _"_** ** _Anyways, as usual when the two meet, the younger and older brother always got into some petty conflict with each other, but it was Anansi, the Great Weaver himself, who would sometimes quell their reckless fights with his humor, his words of wisdom, and a stick to the head."_** Ero said, getting a chuckle from Spidey, Sonic, and Chip.

 ** _"_** ** _Not even the brother of darkness could find it in his heart to hate the old man and his words. The only person both brothers, while not outright said to each other, agreed that they respect him. And it wasn't until the Great Weaver's passing is what inspired the older brother to find it in his heart and propose one final creation to his younger sibling based upon Anansi's words and teachings. That creation, as you may already know, was humanity. Something both brothers could be proud of, and, would hope to make Anansi proud of as well."_** Ero finished revealing the secret history behind the Deity Brothers of Remnant and the Great Weaver of the Great Web to Spider-Man and his two, inter-dimensional friends.

 _"_ _So wait. Are you saying that in some past life, Peter here had a part in creating humanity on Remnant?"_ Sonic asked the Great Spider-Totem.

 ** _"_** ** _That is correct, Hero of Mobius."_**

 _"_ _Whoa. That's crazy."_ Chip said.

"Ugh. Now this is just TOO weird." Spider-Man said, shaking his head in slight disbelief from the bombshell of a history lesson. "Does anyone else knows about this, like Ozpin or Salem?" He asked his Other.

 ** _"_** ** _No. This is a secret part of Remnant's history that no one else is aware of, not even those who are intellectual in its forgotten chapters like Salem."_** Ero responded. **_"There are still many secrets in this world that have yet to be uncovered and solved. Some of its secrets that dwell within you, Peter. As the current Avatar of the Great Weaver, some of Remnant's secrets have been passed on to you, because the cosmos sees something within you not found in anyone else in both our worlds and beyond."_**

"Okay. Now you're just giving me a headache. I'm going for a swing." Spidey told him, not in the mood for anymore lectures or history lessons.

 _"_ _And we need to go stop Eggman. Once we're done here, and after a short break, I'll try my best to come help you and the other Avengers out as soon as possible."_ Sonic told his friendly webhead.

 _"_ _And me too. I hope."_ Chip said with slight depression, as he knows that once Dark Gaia is beaten, he has to go back to his eternal slumber, so he might not be able to help after all.

"Thanks guys. You'll love it here. But for now, go focus in saving your world first." Spidey said to his blue hedgehog friend.

 _"_ _Right. See ya Pete."_ Sonic the Werehog said with a thumbs up.

 _"_ _Bye."_ Chip waved at the webhead before the communication was turned off.

"And now for my daily workout routine." Spidey said to himself, as Ero has already disappeared, before jumping off from the rooftop building and web swinging through the city to ease his mind.

* * *

 **The Old Ruins of Kuroyuri**

While on the now floating continent of Anima (thanks to the Reality Storm affecting Remnant) and while on a mission to find anyone who has been hurt, The God of Thunder Thor, accompanied by two members of Team JNPR, Ren and Nora, take a visit to their home that was destroyed years ago by Grimm.

"So, this village used to be your home?" Thor asked the duo, who are so depressed that they don't look at the god or the ruins of their home, just the ground below them.

"Yeah…This is where I grew up and where I first met Nora when we were kids, just before the Grimm attacked and killed everyone here, including my family. The two of us were the only survivors." Ren said in a somber tone of voice while they walk around the ruined village.

"I was just a homeless orphan who didn't know any better, which led to me getting bullied by the other kids a lot." Nora said without the hyperness in her voice, now replaced with dull and utter sadness.

"I see." Thor said. "It must hurt walking on the roads of your dark past, doesn't it young ones?" He asked the kids.

"Yeah." Both Ren and Nora said in unison and sadness.

"If I were to give you two any advice, don't let the burden of your past hinder your ability to move forward. Instead, let it help you grow stronger, so no tragedy such as this could ever occur again on this world. And if I were to give another advice, I would recommend once you're older and have graduated into fine Huntsmen, come back here again to rebuild and start a new beginning, one that you two, your families, and those who have fallen here, can all be proud of." Thor gave his comforting advice to the two teens, which definitely helped lift their spirits up immensely.

"Thanks Thor. We might actually do that." Ren said with a small smile on his face.

"Great advice from an awesome god. Woo-hoo!" Nora said with a fist bump in the air, all happy and cheerful, while also getting a laugh from Thor. "So what was it you were telling us before we got side-tracked?" She asked the thunder god.

"Indeed. What was I talking about?" Thor asked while he thinks to himself.

"You were talking about how you just recently went to go talk to your dad, Odin, about the gods and relics here before he went into Odinsleep." Ren reminded the thunder avenger.

"Oh right. Of course. According to my father, the gods of this world were once part of the Council of Godheads before they mysteriously disappeared from this world. From what Odin told me, the Relics of Remnant have great and almost unequal power, and when all four are united, the power to change the world itself can occur based on the wielder's intentions." Thor told them something they kind of already knew.

"Yeah, we kind of knew that already." Nora told him.

"But, it is also said, that the relics possess hidden secrets and even greater power only known to us gods, and only an extremely rare few could muster up and control that secret power." Thor informed them.

"What are those secrets?" Ren asked the god.

"I don't know much myself, except that if the wielder possesses an indomitable will, has overcome excessive grief and misery, walks the path of light and righteousness, but still seen as an agent of darkness and destruction, the hidden power of the relics will be revealed. Those are just some of the hidden secrets the god brothers of this world secretly instilled when they first created the relics. To find the true key in changing the world." Thor informed them the secrets.

"Whooooa. No way." Nora said in awe.

"There's definitely not a lot of people that fit those categories. I mean, how can you walk the path of light and darkness at the same time?" Ren asked.

"One who understands and experienced both should know the answer." Thor said. The small team stops in place in the middle of the village, finding no one who is hurt during their walk. "It would seem that we are done for the day. Shall we head back to Beacon?" He asked the kids.

"Yes! But instead of taking an airship back home, how about you fly us back instead?" Nora excitedly asked him.

"Ha! Good idea, Sir Nora!" Thor said as he begins to grab the two kids.

"Wait a second! I think this is a bad-!" Before Ren could finish his retorting, Thor has already started flying at supersonic speeds across the skies, with both a happy, go-lucky Nora and a screaming for his life Ren by the god's side.

* * *

 **Osborn's Pocket Dimension**

 **BGM-Dragon Ball Super OST-A Bad Premonition**

Back aboard his floating city ship in his own dimension, the Syn Goblin King has been spending his days training with his new blade for combat in his throne room. This long, new blade of his, called the "Demon Hellfire", which looks twice the size of a normal sword, looks corrupt and evil, with molten black lava outside the sword which surrounds the red energy that can form fire if he pleases, capable of high-speed sword slashes and can break even the strongest of shields and barriers.

While he trains, Goblin watches the recent video footage of all the recent battles that has occurred over the weeks because of his 'boredom' and lust for destruction as he waits for the Day of Reckoning to begin, with most of the video footage consisting of that of the girls of Team RWBYP and how much stronger they have become since Goblin last seen them.

 ** _"_** ** _Hmm, intriguing."_** Goblin said, stabbing his sword to the ground while he takes a look at the video recordings of the girls' battles against his army and Cabal. ** _"I'm surprised just how much the little specks have improved since we last met. I almost thought it was impossible. How charming. It looks like I MIGHT have something to look forward to in the next few days after all."_** He said with a sinister chuckle. **_"But alas, they still are nothing compared to the boy."_** A giant image of Spider-Man pops up, replacing the other videos in front of Goblin, as the lord of darkness walks closer to the image. **_"I'm finally starting to learn more about your 'anomaly', Parker. The one thing that makes you special from the rest, and why you are the key. Soon, the secrets of your power will belong to me, and when it is, all will fully submit to my will."_** He then bursts into one of his maniacal and insane laughters, and finishes just before his infected Asgardian god and last of his Cabal, Loki, enters his throne room. **_"Ah, Loki. What brings you here on this fine hour?"_** He asked his enslaved god.

"I'm here to inform you that we are starting to prepare for the endgame's battle, my liege. We are reinforcing our army to prepare for the end of the old world, and then plan to start the beginning of the new." Loki told his king, which are just music to his elongated ears.

 ** _"_** ** _And the heroes and Salem still don't know the full extension of my plans, or how much of a BIG help they were in getting us this far."_** Both he and Loki laugh together sinisterly for a moment. **_"But still, I fear that accomplishing my goals will still be an issue and troublesome."_**

 **BGM Ends**

"What do you mean by that, my king?" Loki asked him.

 ** _"_** ** _There are three things in our universes that could still prove themselves to be a big nuisance and a huge determinant in out plans: One of them being Spider-Man, as usual, but there's also the devastating cosmic weapon known as the Ultimate Nullifier. The one weapon in existence that strikes fear into Galactus's heart. And lastly, there's your 'father' Odin, King of the Gods."_** Goblin said to his Cabal lackey.

"Odin?" Loki repeated.

 ** _"_** ** _Yes. While I hate to admit it, even with the incredible power of my ISO-Oz Sapphire, I fear not even I could beat Odin and his accursed Odinforce if we ever got into conflict with one another."_** Goblin admitted to the god of mischief.

"Ah yes. The Odinforce. An overwhelming and limitless well of magical energy, capable of so much that its full powers are still a mystery to this day." Loki said to his king.

 ** _"_** ** _Indeed it is. But, I might have a plan that will help me take down two of the three nuisances at once."_** The Goblin King said to the other god.

"And what would that be?" Loki asked.

 ** _"_** ** _Isn't it time for the old man's nap by now?"_** Goblin asked the resident Asgardian.

"You mean the Odinsleep? Why, yes. I believe he just went into his deep slumber not too long ago. And if I'm right, he won't wake up for at least another month, leaving Asgard completely vulnerable." Loki informed his king. "Are you intending on attacking Asgard at this very moment?" He asked the insane king.

 ** _"_** ** _Yes. With the power of the ISO-Oz Sapphire, we'll attack and destroy Asgard, along with the other realms except for Earth, leaving the heroes spread thin and weak as they come to their rescue. And during the chaos, Odin will be strike down, leaving one nuisance away from my conscious."_** Goblin explained the plan to his behaved slave.

"You intend to unleash Ragnarok onto Asgard?" Loki asked him, thinking he's going a bit too far.

 ** _"_** ** _Why not? That's what Odin gets for being such a powerful god with such a pathetic weakness. Such weakness is not needed in the new world that I will create. Once we crush Asgard, we will eventually rebuild it into our image, with you, Loki, as its new ruler."_** Goblin said to the trickster, which caught him off by surprise.

"Me?! You're actually willing to give Asgard to me?" Loki asked him, having a hard time believing this to be true.

 ** _"_** ** _Of course. Along with the other realms except for Earth. I am a far more generous king compared to your father. I know how much you've always wanted to end him and take his throne for yourself, and so, as the last of my Cabal, this is the gift I am offering to you."_** Goblin said to Loki, which makes the trickster extremely happy to see that his wish will soon become a reality. **_"Now go and get the nation ready for the Siege on Asgard. Contact Madame Viper and your Enchantress friend that they will be needed for this plan to work."_**

"Yes, your magnificence!" Loki saluted the king with new determination in his heart and rushes out the door to get the army ready for an assault on the gods, leaving Goblin all alone to himself to talk with.

 ** _"_** ** _Whether or not this plan fails will only serve to benefit me and my goals at the end. The end of everything is at a hand. It is destiny that I chose for our worlds. So tell me Spider-Man, how can you hope to change the faith I have laid out for you and your friends? How long will you continue ignoring your true destiny as the ultimate savior and destroyer? I am definitely looking forward to our last encounter to find out."_** Goblin said to himself before he goes on another hysterical and insane laughters of his.

* * *

 **City of Asgard**

In one of the Nine Realms of Asgardian cosmology, there exist Asgard, the golden realm of the gods, a relatively flat landmass suspended in space, and on it is the golden city of Asgard, a very beautiful and peaceful city, with gorgeous waterfalls flowing down to an empty bottomless pit in space.

The civilians of Asgard are enjoying their peace, along with their king, Odin, who has just recently gone to his yearly Odinsleep to replenish his limitless power for the next month. And not far from the city, there exist the Brifrost Bridge, an interstellar portal, guarded by the all-seeing Asgardian warrior Heimdall (Taking his MCU design to let you know), which allows for instantaneous travel to any of the Nine Realms and planets beyond.

 **BGM-Dragon Ball Xenoverse OST-07**

While Heimdall is just enjoying his peace by guarding the Brifrost, he sees and senses something approaching Asgard, as two of the Goblin King's Hellcarriers appear from a huge portal in the sky and they immediately start raining down hellfire all across the golden city, destroying the golden buildings and many monuments as the two giant airships start to release hundreds of their mini battle fighters jets down to take down Asgard's defense systems. The guards and warriors of Asgard do battle with the invaders, which consists of robots, infected White Fang troops, infected Hydra agents, Goblin Grimm, and infected Frost Giants. All these strong invaders are taking down Asgard's warriors one by one, slowly getting the advantage of the battle.

As Heimdall runs across the rainbow bridge to help with the battle, his sister, the beautiful warrior-goddess of the Vanir, Lady Sif, meets with him on the rainbow bridge.

"Brother Heimdall! What is happening?! Who's attacking us?!" Sif asked his brother.

"I'm not entirely sure, Lady Sif, but this invasion isn't just happening on Asgard. All other realms except for Midgard are being attacked as well, with all these strange creatures working together with the Frost Giants." Heimdall said to his sister. "I have a wild guess who might be leading these creatures who wants to destroy our city?"

"Loki…" Sif snarled at the name of the trickster god. "Should've known he would attack the moment Lord Odin went into Odinsleep. That guy doesn't seem to know when to quit, not even after being repeatedly punished by the All-Father. Where is Thor? We're gonna need his help, along with his mortal friends if we hope to win the day while Odin is asleep." She asked the all-seeing Asgardian.

"I will contact him right now, Sif. Just go back and help the Warriors Three as long as you can until they arrive." Heimdall said to her.

"Agreed. Good luck." Sif said before she heads back to help her fellow Asgardians while Heimdall leaves back for the Brifrost Bridge to contact Thor and his allies.

 **BGM Ends**

* * *

 **Beacon Academy Courtyard**

Back at Remnant, Spider-Man has just finished swinging through the city to clear his mind and decided to take a peaceful nap on top of one of the school's rooftops, putting his hands behind his head while he sleeps, with a couple of birds standing beside him, with one of them on top of his nose while he sleeps.

"How can he sleep so peacefully at a time like this?" Glynda asked herself as she watches Spidey sleep from the ground below, alongside Ozpin, who just quietly sips his hot cocoa from his mug. "I can barely get a good few minutes of rest without worrying about the end of the world happening at any moment." She said to the Professor.

"Spider-Man is truly a mysterious boy, wouldn't you agree?" Ozpin asked her.

"I guess. I just wished…" Glynda wants to continue talking but depressingly stops herself. "Don't you think it's time we should tell him about his fated death?" She asked the Headmaster loud enough for only the two of them could hear.

Ozpin thinks to himself for a moment, trying to find an answer. "Maybe, but-."

"LOOKD OUT BELOOOOW!"

The two professors turn around to see Nora and Ren being carried by Thor and landing right in front of them after flying at supersonic speeds from Mistral. "Woo-hoo! That was so awesome! Can we do it again?" Nora excitedly asked the thunder god.

"I think I'm gonna be sick." Ren said while stumbling along the ground.

"Was that really necessary?" Glynda angrily asked the thunder god.

"Why, of course. The young maiden wished it that I fly here around the world a couple of times, so I did." Thor responded with a slight case of taking that statement a little too casual.

"And it was so cool! I saw places and buildings that I didn't even know were there until we reached the edge of space." Nora said.

Glynda just let out a tired sigh with a palm to the face, with Ozpin letting out a small chuckle. "It would seem that your three had fun, and that's all that matter, especially in these dark times." He said.

"Agreed, Oz of Beacon. I couldn't agree more." Thor said with a smile.

While they all continue to converse with each other, a random voice enters everyone's head, including Spider-Man that slowly starts to wake him up, as the man starts talking telepathically with them. _"Odinson. Chosen Avatar of the Web. This is Heimdall speaking. We need your help."_ Heimdall told the prince of Asgard and the webhead, who is a little surprise that Heimdall is already aware of his status as the Avatar of the Great Weaver.

"Heimdall? What's going on?" Thor asked him, leaving the people of Remnant a bit confused on who Heimdall is.

 _"_ _Asgard and all realms except for Midgard are being invaded by strange vessels that contain hundreds of unknown invaders on our land. One of these invaders are the Frost Giants, but they look a little different than usual. They all now share a dark, green skin as the other invaders."_ Heimdall informed him.

"Loki! He's the one behind this! He and Goblin are leading a siege on Asgard and the other realms!" Thor said angrily.

"Whoa-whoa-whoa! Hold the phone!" Spidey said, landing right next to the other heroes from the rooftop. "You're telling me that Osborn is currently attacking the realm of the gods?" He asked, shocking his Remnant allies from the revelation. "I knew he was crazy, but this is insane!" He said, having a hard time believing that even Osborn is crazy enough to attack the gods themselves.

"Insane is an understatement. Osborn must be out of his mind to pull off a stunt like this!" Glynda said.

"Osborn was never in his right mind to begin with!" Spider-Man told her.

"Why should we worry? Couldn't Odin just walk up and pimp slap Goblin across the solar system?" Nora asked the other heroes.

"Have you forgotten?" Ren asked her.

"What?"

"Odin is currently in Odinsleep to replenish his strength for the next month, and is nearly impossible to wake him up from his deep slumber, leaving Asgard extremely vulnerable to invasions such as this one." Thor reminded her.

"Oh, right." Nora said.

 _"_ _Thor! We need you and your friends help quickly! We are about to be overrun any second now!"_ Heimdall hurried him up.

"Hold on for a little longer, Heimdall! We're coming as quickly as we can!" Thor told his Asgardian friend before turning to Ozpin. "Ozpin! Hurry and contact Captain America on the situation! We have to go and save Asgard, right at this moment!" He told him.

"Never in a million years did I think us mortals of Remnant would now risk our lives to save the gods. This adventure has been filled with nothing but new surprises for us every day." Ozpin said.

"You get used to it. I think this is the third time we have to go save Asgard. Or is it the fourth time? I lost count." Spider-Man said.

"Let's hurry, and prepare for battle heroes!" Thor said with his hammer in hand.

"Got it!" Everyone around him said at the same time, getting whatever they need to head into battle.

* * *

 **City of Asgard**

 **BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Asgard**

The City of Asgard has been now turned into a warzone, with the Asgardians doing whatever they can to stop the incoming invaders from reaching the throne room, where the All-Father is currently sleeping in, vulnerable to even the weakest of attacks if someone approaches him.

Lady Sif, alongside the Asgard's top warriors, the Warriors Three (Fandral, Hogun, and Volstagg), and the Warrior Goddesses, the Valkyrior, led by Brunnhilde (also known as Valkyrie) are using all of their power and might to take down the Goblin Nation and its many forces led by Goblin and Loki.

As the Asgardians start to get overwhelmed by the enemy forces, a huge thunderbolt from the sky knocks them all down simultaneously, which could only mean one thing to the Asgardians. "Thor!" Lady Sif said, as she and the other warriors meet up with the prince, who brought with him are some of his allies and friends which consist of: Spider-Man, Captain America, Doctor Strange, Ant-Man, Team JNPR, Team CFVY, Qrow, Mercury, and Emerald.

 **BGM Ends**

"Thank goodness you've arrived. We thought we were done for a second there." Sif said to the god of thunder.

"It's alright, Lady Sif. We have the situation under control. My friends are currently in the other realms as we speak taking down the Goblin's forces, leaving us here to take care of Asgard." Thor told her.

"Good." Sif said with a nod.

Steve brings out his Avengers I.D. card so he can talk to Iron Man on the other line. "Iron Man. What's your current status?" He asked the armored Avenger.

 _"_ _Whew. The Goblin Nation is definitely putting up a fight here in Nidavellir, but it's nothing we can't handle. You guys just focus on taking care of Asgard."_ Iron Man responded to him.

"Understood. Cap out." Captain America said, putting away his ID.

"Are we seriously in the land of the gods?" Coco asked while looking around the battlefield. "It's nothing I could've imagined."

"No kidding. This is incredible!" Jaune said, freaking out.

"Wait til Cinder hears about this. She's gonna be jealous that we were invited to save the gods and not her." Mercury said to Emerald.

"I rather not be there when she does hear about this. But it is funny that we were once the bad guys trying to rule the world, and now we're doing our job to save it." Emerald said.

"Funny how things work out, huh?" Mercury asked.

"Alright kids, sight-seeing's over. We have some gods to save." Ant-Man said to his mentees, Mercury and Emerald.

"Ant-Man is right. We have to head to the throne room and protect Odin. No doubt Goblin and Loki are there as we speak." Doctor Strange said to everyone.

"I agree with the sorcerer. Let's move warriors!" Sif said, pointing her sword to the sky.

"And maybe after this, you and I can take a night on the town. What do you say?" Qrow starts flirting with the warrior goddess by almost putting his right arm around her body, only for Sif to painfully knee him in the chest, knocking him down to the ground.

"Learn your place, mortal, and never put your arm around me again." Sif told him.

"Haha. You got rejected." Spider-Man mocked the annoyed Qrow.

 **BGM-Megaman: Maverick Hunter X OST-Encounter with Vile**

The heroes of Earth and Remnant, now working together with the Asgardians, fight through the city of Asgard, taking down all of Goblin's forces with quick and painful assaults, leading them to the staircase that leads to Odin's throne room, but they are then halted by a couple of Thor's old enemies: The goddess of beauty, Enchantress and her silent servant Skurge the Executioner, as well as the enchanted Destroyer armor, all infected and under Goblin's control.

"Hello, my beloved Odinson. Have you come to seek me, or your destruction?" The Enchantress asked the thunder god.

"Ah great. Her. Haven't seen her since the time she mind-controlled me to attack Asgard." Spider-Man said, recognizing the witch.

"She really did that?" Velvet asked the webhead.

"Yup. Thankfully, Thor saved me, and I got an A on my Viking project that day." Spidey told the faunus.

"Amora! I should've known you too would be under Goblin's control!" Thor said while pointing his hammer towards the Asgardian witch.

"Goblin promised me power beyond my wildest dreams, and a way for us to finally get together, my love, even if I must destroy Asgard to achieve my dream." Amora said to the Avenger god.

"You mad!" Thor said, ready to fight the Enchantress, only for Skurge and the Destroyer blocking his path.

"Who's the guy in the black armor?" Pyrrha asked his Asgardian allies.

"No one, my fair maiden. That's the Destroyer Armor. An artificial construct created by Odin to act as a guardian, and to take on cosmic threats like the Celestials." Fandral the Dashing explained to Pyrrha.

"Hoho. Sounds like we have quite the fight ahead of us." Volstagg said, eager for battle.

"Don't take all the fun yourself, Volstagg. Leave some for us." Hogun said to his friend.

"Your brother should be inside the throne room as we speak, Thor, where he will put your dear father in an eternal Odinsleep for which he'll never wake up from." Amora said before she laughs.

"No! Not today he won't!" Thor said with hammer ready for some smashing.

"I agree. Thor. Take Spider-Man and Team JNPR with you to back you up just in case Goblin is there too." Captain America recommended to the thunderer.

"I'll come too." The warrior Valkyrie said, wanting to join the fight with Thor.

"Ha. The more the merrier." Thor said with a smile.

"Double the Valkyrie, double the carnage." Nora said with a cocky smile and grenade launcher in hand.

"Go. We'll cover you." Strange said, getting his glyphs ready for battle. Both opposing sides then start to fight against one another, and while during the chaos, Thor, Valkyrie, Spidey, and Team JNPR head into the throne room to confront Loki and save Odin before he could be murdered in his sleep.

 **BGM Ends**

* * *

 **Earth, The Baxter Building**

 _"_ _You sure you don't want to ditch the lab and fight with us, Reed? You're missing out on all the fun."_ Ben Grimm communicated to his stretchy leader and close friend to join in saving the nine realms, as Mr. Fantastic is currently working on the weapon that will weaken Goblin, with the ISO-Chaos Armor, the Ultimate Nullifier and the huge console device that will cure the infected worlds sitting right next to him and almost completed.

"Wish I could, Ben, but someone has to finish these devices while Tony and Hank are away on their respective missions. That, and it's my turn to watch the kids anyways." Reed said to his rocky pal on his work desk.

 _"_ _Whatever. I'll save ya a goon so you won't feel left out."_ Ben promised him.

"That's really nice of ya, Ben. Take care." Reed said to him.

 _"_ _You too."_ Ben finished before turning off communications, leaving Reed to himself to work on the large gun cannon with a red/black/and silver color scheme and should be carried with two hands.

Reed quietly hums a song to himself while he works on the device, completely unaware of a dark and menacing figure that's forming from shadow particles right behind him, with its demonic, pure red eyes glowing and staring at Reed's head. Before Reed could notice that something is behind him, he is suddenly grabbed by the head and knocked out, with the last sounds he could hear was a maniacal laughter from a familiar voice.

* * *

 **Odin's Throne Room**

With a couple of Frost Giants by his side to protect him, the trickster god Loki enters the room where dear Odin is currently taking his month-long nap, completely helpless and totally vulnerable. "It's been a while, father. I see you are still doing well in your old age. Too bad you won't live long enough to see the brand new age we will create for all worlds." He raises his scepter high into the air, ready to stab his old father. "Your weakness disgusts us. You are an unworthy king for Asgard. Only I, Loki, will bring new life into this realm, and be the savior you and Thor could never become for all worlds!"

"Geez. Stop monologuing. Every one outside of Asgard can hear you screech."

"Huh?" Loki turns around to where that familiar voice is coming from, only for his scepter to be webbed up and dragged into the throne room right next to the throne. As Loki runs to pick up his scepter, he sees Spider-Man, Thor, Valkyrie, and Team JNPR all standing there, having already beaten the Frost Giants in the golden room.

"Hey, Reindeer Games. Miss us?" Spider-Man asked the trickster god.

 **BGM-Megaman X8 OST-Vile Confrontation (Demo2)**

"Oh, it's you. 'The Chosen One' and my dear brother. I was hoping Amora would've kept you busy for a little longer, but I see that she has failed to keep you interested." Loki said to the heroes as he sits on the throne only meant for a king.

"Sorry, but she's definitely not our type, nor was the huge guy with the axe and the soulless armor." Jaune quipped.

"Your quips are getting better. I'm impressed." Spider-Man said to the leader of Team JNPR.

"Thanks. I've been practicing."

"So Loki, where's your king? We haven't seen him in a while." Pyrrha asked the trickster.

"My master?" Loki scoffs. "Haven't you figured it out? The king is us, and we are him. The blood of our master flows through our veins, and our blood flows through his. We are one and the same. This is the perfect unison within our nation."

"Spare the theatrics, trickster." Valkyrie said, not in the mood for Loki's mind games.

"Hmph. If you want to know, I'm the one leading this invasion while my master is a little, um, preoccupied." Loki told them.

"Isn't he always? What? Is he taking a nap and asked you to do his dirty work?" Spider-Man joked.

"Loki! I'm giving you this one warning! Cease this invasion at once and surrender! Otherwise I will strike you down at where you sit, brother or not!" Thor threatened and warned him while pointing his hammer at his infected brother.

"You know, now that I think of it, these two remind me a lot of the brother gods from Remnant, don't you think?" Pyrrha asked her friend Ren, since Thor and Loki, two gods that are brothers while also opposing each other remind them a lot of Remnant's own gods from the story Ozpin told them about before.

"Yeah. With Thor can be considered the older brother of light while Loki can be considered the younger brother of darkness. They're very similar to them when you put it that way." Ren said to her, with Pyrrha nodding in agreement.

Meanwhile, Loki laughs at Thor's pathetic threats to surrender. "Dear brother. There is nothing you and your mortal friends can do to stop us. We have already won. And once we burn Asgard and the other realms to the ground, I will rebuild it and be this realm's new king, as promised by my lord."

"You intend to unleash Ragnarok? Are you mad, brother? Ragnarok only brings chaos and destruction." Thor said, thinking his brother has become as crazy as Goblin himself.

"That's what you and the others might think. To me, Ragnarok brings new life and beauty to Asgard, and is what we intend to do onto the other worlds on the Day of Reckoning a few days from now." Loki said.

"Not if we have anything to say about it." Jaune said, with everyone getting their weapons ready for battle.

"This battle is pointless. No matter who wins or loses, the end result will be the same: The destruction of the old world is nigh!" Loki said, standing up from the throne while holding his staff in hand, ready to do battle with the heroes.

 **BGM Ends**

 **BGM-Dragon Ball Xenoverse 2 OST-** **XV1 Patroller Theme / Towa's Theme / Kami's Lookout Stage**

Using his arcane powers and scepter, Loki summons hundreds of ice spikes in mid-air and launches them at the heroes, who either dodge, block, or counter the incoming ice spikes. "I didn't know the forecast predicted ice rain today! I should really listen to the news more often!" Spidey joked as he dodges the ice spikes with his amazing agility.

Deciding to make this even more difficult for the heroes, Loki summons multiple, solid illusions to fight the heroes with. "These illusions are much stronger and more formidable than the old ones. Courtesy of my heightened power." Loki said with a short chuckle.

And formidable he was right, as the Loki illusions are actually giving the heroes some trouble, as they are just as powerful and annoying as the original. "Thor! A little room!" Valkyrie said to the thunderer, using his hammer, Mjolnir, to summon a mighty tornado of lightning, wiping out but not destroying the illusions.

"I will deal with the real Loki. The rest of you can take care of the illusions." Thor said, flying off to fight the real Loki next to the throne.

"We're helping too!" Nora shouted as she and Ren run up to help Thor with the battle against the evil brother god.

"Oh yeah. Sure. Leave us with the Loki army that's growing by the second. Great plan." Spidey said, with him, Jaune, Pyrrha, and Valkyrie surrounded by dozens of Loki illusions, all sharing an evil grin on their faces. "Anyone interested playing Uno? I'm game." He joked before they start fighting the clones.

* * *

 **Outside the Throne Room**

The other heroes in the city of Asgard are still busy taking on Loki's little god squad. Using his incomprehensible spells of magic, Doctor Strange do battle with the Enchantress and her magic, with the two sorcerers countering each other blow for blow. "I summon the Daggers of Denak!" Strange shouted, summoning his daggers and shoots them at Amora, who easily blocks them with a magic barrier, but is then tangled by the Crimson Bands of Cyttorak, dragging her down to the ground.

Strange teleports behind her and summons his mystic sword to take her down, only for the Enchantress to break free and summon her own magic sword and do battle with the magician. "Flames of the Faltine, light my blade!" He shouted, igniting his sword with fire, easily cutting through Amora's, but is then magically push back to a wall and would've taken a few magic bolts to the head if he didn't summon his Seven Rings of Raggadorr to protect himself and counter the blasts right back at her as she starts to retreat. "By the Eye of Agamotto, halt her retreat!" He shouted, freezing the Enchantress in place, long enough for her to take the redirect bolts right back at her, leaving a smile on Strange's face before he continues battle with her.

The strongest warrior group Asgard has to offer, the Warriors Three, are going neck and neck against the silent but deadly Skurge and his axe, blocking and countering Fandral's impressive swords skills. "You're not bad, Skurge. You would make an excellent member of our group if you weren't so evil…" Fandral said, getting knocked back by Skurge after their clash. "Or quiet."

Before he could continue their battle, Skurge is then ambushed by Hogun and his mace, Hridgandr, which gets a direct hit onto his face, sending him flying. "You're not so tough." He mocked him.

Skurge is then bounced to the ground after bouncing off Volstagg's big belly. "Time to show you why we are Asgard's number one warriors!" He said, taking out his staff and starts fighting against the big axe man himself, with his other two allies running up to aid him.

With the other heroes, Captain America and Lady Sif, alongside Qrow, Ant-Man, Mercury, Emerald, and Team CFVY are all working together to stop the Destroyer, who is definitely giving them a huge run for their money by repeatedly shooting beams of energy from it faceless face.

"Do we have any idea how to take this thing down?" Qrow asked his allies while dodging another face beam.

"Just give it everything you got until it stops moving!" Sif told him, taking out her own sword. "FOR ASGARD!" She shouted as she makes her way to strike at the Destroyer while dodging its face beams, with the other heroes and huntsmen joining in on the action, going all out with their weapons to try and scratch the its armor, but no matter what they do, they could barely slow it down.

"Anyone else has any bright ideas?" Mercury asked.

"Ant-Man! Go big!" Captain America instructed Scott Lang.

"With pleasure, Captain!" Scott said, using the Pym particles in his suit to grow giant size. "Feel my boot, Destroyer!" He said, squishing the armor with his foot, but is then toppled down because of its mouth blast. "Ouch! Bad idea!"

"Scott! Try to grab the Destroyer and throw it to one of those Hellcarriers over there!" Cap pointed him to one of the Hellcarriers that are destroying the city.

"As long as it does blow my hand off, I'm all for this plan!" Scott said, punching the Destroyer repeatedly to the ground before it became vulnerable and dazed enough for him to grab with his hand and throw it as hard as he can towards one of the Hellcarriers, causing the ship to crash while also sending the Destroyer somewhere outside the realm and to the bottomless pit of space, with no way for it to return.

"Good thinking, Captain. Now that the second biggest threat has been taken care of, retaking Asgard should be no problem." Sif said to the Captain.

"Let's just hope Thor and the others are doing alright against Loki." Steve said before they regroup to help out take down the other villains and mooks that are left in the city.

* * *

 **Odin's Throne Room**

 **BGM Ends**

"Daaaaah!" Loki screeched in pain, being knocked to a wall after being overwhelmed by the combined might of Thor, Nora, and Ren, with Spidey, Jaune, Pyrrha, and Valkyrie just finished taking down the trickster's illusions.

"Are we done? Please tell me we are done?" Spidey asked his friends.

"Do you really think it'll be that easy?" Pyrrha asked the webhead.

"Yes." Spidey replied, causing Pyrrha to sigh at his innocence and stupidity.

"Give up now, brother. I don't want to continue this pointless struggle." Thor said, showing remorse and mercy to his brother, despite all the misdeeds he has caused.

"No…I have to keep you busy…Just a little more…" Loki said, using his staff to help him get up from the floor.

 **BGM-Dragon Ball Xenoverse 2 OST-VS Frieza and Cooler**

And with a loud scream and green thunderbolt from the ceiling, striking him where he stands, both he, the heroes, and the throne room in which they are currently standing are transported into some realm with nothing but the vastness of space surrounding them, and Loki looking like a cross of his normal self and sharing some features of that of his true heritage, his Frost Giant heritage.

"Wait! What's going on?! Where are we?!" Jaune asked while frantically looking around his surroundings.

"We've been transported into some cosmic realm by Loki's powers." Valkyrie explained to him.

"And let me guess. It's the same power that gave the other members of the Cabal a big boost in power, correct?" Pyrrha asked Spidey, already getting used to this pattern.

"It is? I didn't notice." Spidey joked, annoying Pyrrha.

"Loki! What is the meaning of this?" Thor asked his 'evolved' brother, who is laughing to himself like a madman.

 _"_ _I am now power! Power that rivals the Odinforce itself! I cannot be stopped by such weaklings like you!"_ Loki boasted with an echo filter for his voice, pointing his scepter at the heroes.

"I would like to test that theory, shall we?" Nora asked, shooting out a grenade at Loki, who catches it with his increase in magic and mentally crushing it, causing it to explode without harm to him.

 _"_ _You cannot stop me with such primitive weapons. Prepare to drown in my eternal hatred!"_ Loki uses his powers to warp time and space, summoning his fellow, infected Frost Giants into the battle, along with new Frost Grimm he just made up from the fly, which are just the Grimm with an icy and spiky makeover, making them a lot more dangerous than ever before. _"ATTACK THEM! DESTROY THEM! SHOW THEM THE POWER FUELED BY HATRED AND DESPAIR!"_ As his mini forces start attacking the heroes.

"I think it's time I level up!" Spidey said, using his Webware to materialize and put on his Iron Spider Armor and immediately goes into Vibrant Corvus ISO Form to do battle with the Frost Demons alongside everyone else except for Thor, who continues to do battle against his brother.

"We are brothers, Loki! Have you forgotten that?" Thor starts talking with his brother to try and help him regain his senses while clashing powerful hammer swings with the swift and quick scepter slashes. "Odin raised you as his own! We were a kind and loving family! Are you willing to destroy Asgard, all life, just to get revenge on him?" He asked him.

" _I have grown past my petty revenge. All I'm doing now is helping to create the perfect world. One that Odin has grown too old to develop in the time he has left. He is the prime example of one that has stuck to the ways of the old world._ _I'm essentially doing him a favor!"_ Loki said, firing a huge energy beam from his scepter at Thor, who blocks it with his hammer.

"You are not yourself. The Goblin's powers have corrupted you. Changed you." Thor continued pleading to him.

 _"_ _Yes. I have changed. Changed into something better. A new form that you nor anyone else will EVER understand without changing yourself. Asgard itself must be changed to become reborn, to become pure, and the only way to accomplish that is by destroying the old realm that father left to decayed for so long and rebuild it from its ashes."_ Loki said to his brother, striking him in the face with his scepter.

"I will save you from yourself, Loki. No matter what it has to take, I will stop you and free you from this madness!" Thor said, now more determined than ever to save his evil brother.

 _"_ _Then come on, dear brother, SAAVE MEEE!"_ Loki shouted with a psychotic smile on his face, doing battle again with his brother.

While Thor handles with his brother, his allies are busy sweeping house with the Frost Giants and Frost Grimm in the cosmic realm. Using his skills and guns, Ren easily dispatches a couple of the Frost Grimm, but is then knocked to the ground by a Frost Grimm that looks like a demonic imp fused with a horse.

"No…It can't be…" Ren said frightened by this Frost Grimm, which is actually called a Nuckelavee, the same Grimm that killed his family and village way back when he was a boy. Ren sits on the ground paralyzed, losing his entire will to fight against his demon, leaving himself defenseless when the Grimm decided to come after him.

 **"** **Hey! Can I ride?"** Spidey jumps on the back of the horse Grimm's back. **"Huh. Didn't know this seat was taken."** He said while looking at the humanoid part of the creature, fighting it while dodging and controlling the horse. **"Giddy up, horsy! Let's go find the hidden treasure of Asgard! Weeeeee!"** He said before being thrown from the horse and to where Ren is, who's a little less frightened now after seeing Spider-Man pulling off that stupid stunt.

 **"** **Yo Ren. Why do you look down on the dumps? Don't you know we have an entire realm of gods to save?"** He asked the frightened Ren, who still doesn't want to fight against the monster that caused him so much pain and misery in his past. **"Look, you and this horse have some history together. I can tell from your eyes. But don't let your past distract you on what's at stake here."** He said, getting a reaction from Ren finally. **"Everyone's counting on us to stop Loki. We can't let him and Goblin run amok bringing chaos to other worlds. We have to stop them and save everyone, and if we have to confront our past to do so, then so be it. Don't let anyone or anything stop you. Convert your past mistakes and experiences into your power today. Otherwise, how will we keep on moving?"** Spidey asked Ren, helping him rebuild his confidence and will to confront his dark past.

 **BGM-Pokémon XYZ OST-Ash-Greninja Theme**

As the newly determined Ren stands up with his weapons in hand, taking the words of what both Spidey and Thor said to him, a Frost Grimm Death Stalker appears right beside the Frost Grimm Nuckelavee. Around the same time, Peter's ISO meter has exceeded 200%, which he uses to transform into Red Joker Spider-Man. **_"Let's go, Ren!"_** He said to his friend.

"Right!" Ren said with confidence in his voice.

The two teens starting shooting at the Frost Grimm, distracting them long for Spidey to get right in front of them and smashes them down to the ground by manifesting two, large man-spider arms from his back. With the horse Grimm weakened for a bit, Ren runs up at it and starts delivering a nice beat down, with each hit being filled with all the anger and misery this Grimm has done to him and Nora before hopping off it heads and jumping straight into the air.

 ** _"_** ** _Sorry, Zero. I'm borrowing your move for a second. Rekkoha!"_** Spider-Man shouted, releasing a red energy pillars of energy from the sky, down to the Grimm before he and Ren finish off their respective Grimm at the same time with their strongest attacks.

While those two were fighting, the two Valkyries are having the time of their life fighting against the Frost Giants. "Not bad. I can tell you would make a find addition to the Valkyrior if you keep this up." Valkyrie said to Nora with a smile while slicing up and beating down on the Frost Giants with her sword.

"Aw yeah! I like the sound of that!" Nora said, using her electric hammer to smash all the remaining Frost Giants with an "ALALALALA!" battle cry.

The remaining two members of Team JNPR, Jaune and Pyrrha, are almost done taking down their enemies when they see Thor losing his battle against Loki. "Team JNPR! Assemble!" Jaune calls out to the rest of his teammates, in which they heed the call to action. "Let's help out Thor!" He said.

"Right!" The rest of the team said, starting with Pyrrha using her gun to start shooting at Loki, getting his attention, followed by Jaune and Ren taking on the trickster god head on, fighting almost evenly with him despite his increase in power. Pyrrha jumps in to help the boys, but Loki slowly starts to get the upper hand against them. Thankfully, Thor quickly regains his strength and smacks Loki in the face, sending him high to the sky. Nora jumps on top of Jaune's shoulders and follows him, using her hammer to smack him down to the ground.

"By Mjolnir's power! Feel Heaven's Wrath!" Thor charges up his energy and fires a gigantic beam of electricity, not a Loki, but at Nora, who was able to use her Semblance to absorb all that power, giving her blue eyes full of electricity. The enhanced Nora and Thor stand on each side of Loki and powers up their respective hammers with power. "BEHOLD! MIGHTY DEVASTATION!" Both Thor and Nora shouted at the same time, smacking on the chest so hard, they send him flying to the end of the cosmic realm they're in, causing him to smack onto an invisible wall, with the entire realm starting to break apart like glass until they find themselves back in the original throne room on Asgard, with Loki defeated and beaten.

 **BGM Ends**

"I can't believe it! We actually beaten a god! An ACTUAL god! How awesome is THAT?!" Jaune asked so excited and full of life that he never thought he would go up against a god and win.

"The rest of Team RWBYP will be jealous once they hear this, won't they Spidey?" Pyrrha asked the webhead, who's back in his normal costume.

"Yeah, and would probably rip my heart out once they do." Spidey said, getting a chuckle from Pyrrha.

"Excellent work, my friends. It was thanks to your efforts that we beaten Loki and saved Asgard. Once the cleanup is over, let us honor this victory with a massive feast. My treat." Thor said to his mortal friends.

"Awesome! Eating with the gods! How cool is that, Ren? Get it? Cool? Because we fought Frost Giants who are made up of ice?" Nora asked her friend millions of questions until he had enough.

"Okay, Nora. I get it." Ren said, with Nora still smiling, that is until they hear a faint laugh coming from Loki beside them.

"Something funny, Rudolph?" Spider-Man asked the beaten god.

"You fools…Acting like you've already won…Not knowing that the king is still out there…and our plans are close to completion." Loki weakly said from his weaken state. "He is FAR too powerful for both mortals and regular gods to hurt him…The world as you know it is coming to an end…The destiny of destruction is at hand…There is no more hope…There's not even despair you can clench on…There is nothing-." Spidey webs up Loki's mouth and cures him with his Goblin Eraser Tracers, knocking him out cold.

"We get it. You lost. We won. Final boss coming up. That's all you had to say, dude. You don't have to drag it on and on until the cows come home. If there's cows here on Asgard. Is there?" Spidey asked Thor.

"Aye, indeed." Thor answered him.

"Sweet. How does their milk taste like? Any different from regular cow milk? Is it godly milk?" Spidey started asking him questions before Pyrrha drags him by the ear as they all walk back outside, but not before Thor checks on his father and still sees him peacefully sleeping, putting a smile on the prince's face before he closes the door.

* * *

 **City of Asgard**

With the invasion and the threat of Ragnarok no longer on everyone's thoughts, the people of Asgard are rebuilding their city, starting by arresting the Enchantress and Skurge and taking them to Asgardian jail, along with Loki.

 _"_ _With Loki taken care of, the remaining Goblin forces have left each realm and cleanup is underway."_ Iron Man told Cap through his Avengers I.D.

"That's good to hear. I'll see you later Tony." Cap said before hanging up the call, as he and the other heroes and huntsmen meet up with the Asgardians.

"The people of Asgard. No. All nine realms are eternally in your debt, heroes of Earth and huntsmen of Remnant." Lady Sif said to the mortals. "Thanks to you all, we have avoided total catastrophe and are in the progress of rebuilding. We can't thank you enough." She said, with she and the rest of the gods bowing down in respect to their heroes.

"Well, I don't know about these guys, but I know a way you could thank me." Qrow said to Sif, still trying to flirt with her, only for his foot to get stomp, causing him to repeatedly hop in place to tend to his wound, with Spider-Man and Mercury laughing at his pain.

While Qrow suppresses his tears and broken heart, Valkyrie approaches Nora with a helmet that resembles Thor's own winged helmet. "Lady Nora. You have definitely proven to be a fine and proud warrior with the heart of a true Valkyrior in this battle today. Take this helmet as a token of our thanks, and serve as a reminder that maybe one day you can join the Valkyrior." Valkyrie said to the hyperactive and excited Nora, who immediately takes the helmet and puts it on.

"Sweet. Now I am Lady Thor: Goddess of Thunder!" Nora said, acting and trying to sound like Thor as best as she could.

"I'm still afraid on how she's able to befriend gods so quickly." Ren said to Jaune and Pyrrha, still extremely nervous that Nora can find gods that are and act like here to some degree.

"What about you three?" Thor asked as he approaches the rest of Team JNPR. "Do you three too want a helmet?"

"No. Just maybe some souvenirs we can take home. That's all." Pyrrha said to Thor.

"Of course. Then let's us head to the gift shop! I know of thousands of wonderful gifts you can take home back to Remnant and to show off to the rest of your friends!" Thor said, acting all proud and bashful, and a showoff.

While everyone is having a good time talking with each other, Spider-Man gets another one of those overloaded spider-senses that tells him another world have been infected with the Oz formula. "Spidey, what's wrong?" Jaune asked his web-swinging friend.

"Did another world get infected?" Pyrrha asked him.

"No. I sensed someone win the lottery. Oh, and yeah, another world got infected." Spidey joked before checking his Webware to see which world bit the dust this time. "And my lucky world for today is…Earth-65 with another Spider. Guess that makes the last world to be infected before endgame since we beaten all of the Cabal."

"Which also means we're getting closer to the end." Doctor Strange spoke up. "I sense a massive maelstrom coming. The kind that spells disaster and chaos is on the horizon."

"Which means we should start preparing for the biggest battle of our lives. The end is coming, and we need to be prepared to stop it at any cost." Captain America said to the other heroes.

As everyone nods in agreement with the Captain, Spider-Man gets a call from his hothead pal Johnny Storm. "Yo Johnny. What's going on, buddy?" He asked his Fantastic Friend.

 _"_ _Spidey! We need help over at the Baxter Building! Hurry! Reed is down! Sue is tending to his wounds right now!"_ Johnny urgently told his wall-crawling friend, getting him and everyone else who heard their conversation worried.

"Hold on, Johnny! We'll be right there!" Spidey said, with Doctor Strange using his magic to teleport all of the heroes straight away to the Baxter Building pronto.

* * *

 **Baxter Building**

The heroes have arrived at the Baxter Building, where they see Reed's lab destroyed and Reed all beaten up and currently under the care of his wife Sue Storm.

"Glad you guys could make it. This place is a mess." Ben Grimm said to the heroes that arrived while Spidey goes to attend Reed's wounds by healing them with his Other powers.

"Ben, what happened here?" Captain America asked the rocky hero.

"We don't know. We just finished taking care of Goblin's goons at one of the other realms until we got a distress signal from H.E.R.B.I.E. saying that Reed needs help, and by the time we got here, we found the place like this." Ben told the Captain and the other heroes. "Luckily, only this place took a beating. The kids are still safe and sleeping at this very moment."

"That's nice to hear." Qrow said.

"Do you know who could've done this?" Ren asked the Thing.

"Goblin…" Reed spoke up, after fully recovering thanks to Spidey's new powers.

"Goblin did this?" Coco asked the scientist as Spidey and Sue help him up to his feet.

"He somehow passed through the building's alarms and wrecked this place, destroying the Ultimate Nullifier, along with damaging everything else we've been working on." Reed informed them.

"What?! You mean the armor, the weapon, and the device to cure the other worlds?!" Spidey asked in utter shock.

"Critically damaged, but thankfully not fully destroyed. I can still fix them, but I fear I might not be done by the time the Day of Reckoning arrives, even with Tony and the others help." Reed sadly informed the other heroes, which shocks them down to the core that their big, secret weapons to take down Goblin and restore their collapsing reality has been left in ruin.

"So wait a minute. Does this mean that Osborn planned the attack on Asgard just so he could come here and destroy our only hope in beating him?" Emerald asked Mr. Fantastic.

"That sounds like the most logical conclusion. Dividing our forces to protect the other realms except for Earth, leaving us the most vulnerable to a hidden attack, or in this case sabotage, by Goblin. We've underestimated Osborn's cunning and smarts. He planned this very well, right to the end." Reed explained to the other heroes.

"That villain!" Thor said in anger, creating a spark from his aura. "Attacking and threatening to bring Ragnarok onto my home just to do this?! The Goblin has crossed the line! He must be stopped at all costs!"

"We're with you, Thor. No more homes will be threatened and destroyed ever again, not by the likes of him." Ren said, wanting to prevent a similar tragedy that happened to his old home to other worlds.

"Yeah!" Nora said with an air fist bump.

"You alright, Spidey?" Johnny asked his friend, as he can tell he's pretty annoyed and angry to fall right for Goblin's trap once again.

"I'm fine, Johnny. Just wished I seen this coming. But it doesn't matter now. Just like Cap said, we need to prepare for the biggest fight our two worlds have ever seen before. The battle for all of reality is closing in on us fast. We can't quit now, not when Osborn is still out there. Planning. Scheming. Laughing. He must be stopped for good, no matter what the cost." Spidey said, determined to fight til the end when his fateful reunion with Osborn happens soon. Really soon.

* * *

 **Osborn's Pocket Dimension**

 **BGM-Dragon Ball Xenoverse OST-27**

Back in his throne room aboard his Neo-Oz Carrier, the Syn Goblin King watches gleefully as his ISO-Oz Sapphire floats in mid-air while slowly absorbing massive amounts of energy from some unknown source, and with all that energy pouring into the gem, the room, if not the entire pocket dimension starts to shake violently from its increasing power.

 ** _"_** ** _A little more…"_** Goblin said to himself, trying his best not to laugh violently. **_"Just a little more…"_** He said again, this time ending with a sinister chuckle, as the sapphire has just finished absorbing that weird energy and floats up and down ominously in mid-air while it grows an evil green.

 **BGM Ends**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Norman Osborn: I am Norman Osborn. Hello Salem. I am finally glad we get to meet in person now. Aren't you?**

 **Salem: How did you get to this place?**

 **Norman Osborn: I've known about this place for months, if you haven't noticed by your "inner circle". All the pieces are about to come into play, and before the end begins, how about you and I have a nice, little chat. Just the two of us talking about our ideals. Then you'll see just how much mediocre and inferior you are compared to me. I'll even bring in some tea.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Revelations of the Unknown_**

 **Salem: Just what sort of being ARE you?**

* * *

 **KFX here: Next chapter will be all about Osborn and Salem. Just the two of them like Norman said, talking about their ideals worlds (Something I'll have to guess for Salem since we still don't much about her and her true goals in the original canon at the time this was uploaded). Some mysteries and secrets will also be revealed in the next chapter, like what makes Spider-Man so special in Osborn's eyes, the secrets of his ISO-Oz Sapphire, etc. After next chapter, we're preparing for endgame, folks, and it's gonna be a long one with some feels and excitement. Get ready for the end. And I also hope you liked the new lore and secrets I gave about the relics and the god brothers of Remnant. Again if you don't like them, then I'm sorry. Just felt like adding some new lore exclusive with this story since it involves parallel universes and junk.**


	77. Vol 3 Issue 20: Revelations

_Vol 3 Issue 20: Revelations of the Unknown_

 **Unknown Wasteland (Two Days before the End)**

In the little she has left until all of reality crumbles and change into Goblin's very own, disgusting image, Salem, who has been pretty quiet and trying her best to avoid getting involved in the war for worlds, have been spending the last week studying and researching everything that she could get about Spider-Man, which according to a forgotten myth, holds the "key" to changing the world more efficiently that the relics hope could ever perform.

She has gathered all of her books and notes that she has collected for the thousands of years she has lived to look back into Remnant's history, in hopes of find something about Spider-Man. She's even using her Grimm Seers to re-watch all of Spider-Man's recent battles and his growth in power ever since he arrived in Remnant. Like his battles with all the villains Goblin created when he was the "Professor" for the White Fang, his battle against Goblin in Vale, and even his recent battles on Menagerie and the moon, where he accessed his various forms using his armor, but still couldn't find anything about Spider-Man and the secrets he holds to ultimate power.

The only thing of significance she found out about him was during the battle for Vale when it was revealed that Spider-Man is a Spider-Totem of the multiverse, and is the current Avatar and modern-day reincarnation of the great spider-god of the Great Web, the Great Weaver, and also holds the power of the Great Spider-Totem Deity, The Other. Even with this new information, it's still not enough for Salem, as it still doesn't explain much about why he's the key.

 _"_ _Spider-Man…What in the world are you?"_ She asked to herself in her mind while she continues her research. _"A child composed of magic and science? Is that even possible? You are clearly not an ordinary human being anymore, but more of a 'foreign object'. Different from even the Grimm. And still…"_ She slams one of the books she was holding hard to the table in frustration. _"Why? Why are the hidden secrets of this world elude me and dwell within you? I have existed for thousands of years. I know everything about this world and all of its forgotten history. And yet its secrets, some that contain the power that surpasses the relics themselves, are within a boy from another world entirely. It makes no sense."_

Salem turns a page on the current book she's reading and learns a new piece of information that may help her. _"An invisible web that ties even the gods of Remnant together…"_ She read that one line from the book. _"What does that even mean? Is it this 'Web of Life and Destiny' the humans were talking about before? Does that truly mean that the Young Spider's status as this so-called 'Avatar of the Great Weaver' means he controls the destiny of this world and its gods? Does that make him the key to changing the world?"_ She asked herself in deep thought. _"What makes him so special to take part of such an important role? Why him? From what I've seen and heard, he's nothing but an idiotic goofball who thinks everything in life is a joke. He doesn't, and shouldn't have the power to change the world. Only someone with my intellect and knowledge deserve that position, and with the relics, that WILL be possible."_ She said to herself, acting a little arrogant and stretching her own, self-assured ego.

 **BGM-Dragon Ball Super OST-A Bad Premonition**

While she continues her research about Spider-Man, she hears some fighting happening from the other room. "What is going on over there?!" She shouted as she gets up from her chair. "Arthur! Tyrian! Hazel! Get over here this instant and explain yourselves to me now!" She ordered her lackeys.

With barely any time to react, a speedy object flies through the door and hits Salem's forehead, with the object landing on the table next to her. "Who in the-?" Before the irritated Salem could ask who was dumb enough to even scratch her, she looks below to her table and is a little shocked to find the head of Arthur Watts on her counter, but instead of blood dropping down from the torn apart head, she finds wires and sparks of electricity coming out from him.

"What in the…A robot?" Salem asked herself, wondering why Arthur is a robot, thinking he might be creating a robot duplicate of himself as an experiment.

 ** _"_** ** _More like a Life-Model Decoy. LMD for short."_**

"That voice. It can't be…" Salem looks ahead to the dark room in front of her, recognizing that familiar sounding voice from a week ago. From out of the darkness, the future ruler of the multiverse walks into her conference room, wearing his cape, crown, and the four dark gems that contain the power of the corrupted maidens all across his body. The Syn Goblin King, now finally meeting the wicked Salem face-to-face in person now. Two of the most corrupt villains in each of their two universes. Now standing in the same room together.

 **BGM Ends**

"Goblin." Salem said while staring into Goblin's pure red eyes as her red eyes glow in anger.

 ** _"_** ** _It's been a while, hasn't it Salem?"_** Goblin asked her with a smile on his face.

"How did you find this place?" The dreaded witch of darkness asked the insane king of despair.

 ** _"_** ** _I have known of this location for months now, thanks to my LMDs."_** Goblin picks up the heads of Hazel and Tyrian with his two hands. **_"They have been keeping a close eye on you this entire time. Keeping tabs on you, your plans, everything. I know everything about you thanks to them."_**

"And the originals? What happened to them?" Salem asked the demon king.

 ** _"_** ** _Heh."_** The Goblin King gleefully crushes the heads of the LMD Hazel and Tyrian with his gauntlets while mentally crushing the LMD Arthur head on her table. **_"I think your smart enough to piece it together."_** He said with a chuckle causing Salem to silently grunt, now knowing that she was essentially used by Goblin this entire time, and it took only now to figure it out.

 ** _"_** ** _I assume for the past week you've been thinking about what I said before from our last conversation."_** Goblin said to her.

"Hardly. Why would I believe in the words of an insane madman?" Salem partially lied to the king.

 ** _"_** ** _Because this 'insane madman' might have the answers to all your questions about the Spider, the relics, everything."_** Goblin said, getting her slight interest in what he might know.

"Is that a fact?" Salem raised an eyebrow. "What do you, a mortal whose lifespan doesn't come close to mine, know of them that I don't?" She asked while keeping calm and collected.

 ** _"_** ** _Hehe. Children."_** Goblin summons two of his Molten Goblin Goliath Grimm from out of nowhere and commands them to attack Salem, locking her to a nearby wall.

"My Grimm…" Salem said while struggling to break free.

 ** _"_** ** _We are not your Grimm anymore."_** One of the Grimm started speaking, much to Salem's surprise.

 ** _"_** ** _We are something much more. Something that we wouldn't have become under your rule."_** The other Grimm spoke up as well.

 ** _"_** ** _Now, now, children. I think she already gets the point."_** Goblin said to his pets, commanding them to let go of Salem from the wall. **_"Now how about you kids go outside and 'play' with the inferior Grimm? Do it for ol' papa Goblin, huh?"_**

 ** _"_** ** _Yeeess, father."_** The two Goblin Grimm said before teleporting out of the conference room, leaving just Goblin and Salem alone again.

 ** _"_** ** _You were surprised, weren't you?"_** Goblin asked the witch about his Goblin Grimm.

"I had no idea that the Grimm could ever achieve human-levels of intelligence, especially at an extraordinary rate. It's remarkable." Salem admitted.

 ** _"_** ** _Indeed it is, but I'm surprised to hear this from the 'former' master of the Grimm herself. Of course, I knew about their potential, though not as great as humans, is still pretty interesting to note and mess around with."_** Goblin said to the witch. **_"Now are you ready to drop the attitude and listen?"_**

Salem grunted. "I guess I have no other choice."

 ** _"_** ** _Good."_** Goblin said before transforming back to his regular, human form with a business suit that he materialized with his power.

"So this is what you look like in human form?" Salem asked Norman Osborn.

"Yes I do. Now come and take a seat." Norman politely said, taking a seat at the other side of the table, summoning a pot and two cups of tea for him and Salem to drink from.

Salem is hesitant at first but decided to take a seat to her own chair, watching Osborn take a sip from his cup of tea. "Aren't you gonna drink that?" Norman asked the witch as she looks at her tea with hesitance and worry. "I promise I didn't put anything mysterious in that tea. If I wanted to, I would've infected you long ago, but you are not worthy enough to be part of my empire." He said before taking another sip from his tea.

Salem is a bit angry from his comment, despite not wanting to be part of Osborn's crazy empire, and decides to take one sip from the tea he brought for her while staring deeply into Osborn's eyes, trying to figure out his next move, but unfortunately for her, she has never in her life encountered someone as unpredictable as Osborn, or even Spider-Man for that matter, making those two extremely dangerous to predict and overcome.

Osborn takes another sip from his tea before setting it down, cupping his hands and looking at Salem's face as they begin their conversation. "So tell me, Salem, what is the ideal world you dream of?" He asked her a question.

"Ideal world?" Salem asked.

"The dream world that you've always wished for. A place you might consider 'paradise'. The world you've always envisioned for your entire life but could never make it a reality with your normal power." Norman explained what an ideal world is to her.

"My ideal world…" Salem thinks to herself for a moment before answering his question. "I want a world where humanity is weakened and destroyed. A world where nothing but only despair and fear fills the atmosphere, and a world where I rule and command the future, all with the Grimm by my side." She told Osborn what her ideal world is if she could gain the power to change the world to her liking.

"Must be a nice world to live in. Not bad. You and I share a lot more similarities than I thought." Norma admitted before taking another sip from his tea and setting it down onto the table. "But I'm afraid that isn't possible to achieve and maintain for long."

"What do you mean?" Salem asked him.

"The world you speak of is flawed. There is no balance whatsoever. A world filled with eternal despair and just the Grimm would only lead to your new world's own destruction." Norman told her.

"Oh please. With the knowledge I possess from all the years I've walked through this pathetic world, my new world will never know such destruction as long as I rule it." Salem calmly told him.

"That world of yours will never survive such trials in the future. You may know everything about THIS world, but what about those from beyond the stars? Worlds filled with civilizations much more advanced than this current world and the one you envision. Worlds filled with conquerors that might one day come to this world and destroy it because you weren't powerful enough to stop them, even with the power of the relics." Norman asked her, since his world went through such trials with the Skrulls, Thanos, etc.

"My world will find a way to manage and survive such trials." Salem said to him.

"Your world is filled with nothing but emptiness and misery, and a ruler who hasn't experienced such feelings or knows what responsibility is could never truly rule with an iron fist." Norman said to the wicked witch.

"Emptiness and misery…" Salem remembers that Osborn said something about those two terms before during the last time they met back at Haven Academy. "How would you know what they mean?" She asked him.

Osborn unbuttons part of his suit to show Salem his scar over his heart when he was impaled by his own glider so long ago, mildly surprising her. "I personally felt what emptiness and misery was. In the last few years, I have lost everything hold dear to me: my company, my son, even my own life I have lost during one of my battles with the Wall-Crawler." He said before buttoning up his shirt and suit. "I know what emptiness and misery are more than what you and your Grimm could ever conceptualize in a lifetime." He said, taking another sip from his cup of tea.

"Whatever." Salem said, still acting all calm and collected. "And this 'responsibility'? Is it related to the 'Circles' you spoke of before?" She asked him.

"If you understand the circles, you understand the world itself, especially the Circles of Responsibility. A term that has more meaning than it is led on." Norman implicitly said to her. "It's part of the reason why I decided to go this far to create my new, ideal world. A world where humanity will experience 'limitless evolution'. Transform into the ultimate, dominating superpower in all of creation, where we are equal to none. The perfect balance between light and dark. That is where our ultimate potential resides, for all life."

"And to achieve this 'perfect world', you plan to destroy all of humanity, just like me. But instead of leaving it to rot, you want to rebuild it from scratch, fix their many mistakes to achieve limitless growth and power." Salem said, slowly starting to understand Osborn's goals and motivations.

"Exactly. I've come to see humanity as a weak, pathetic joke and wish to recreate it under my rule. Show them what evolution's extreme is, even if I have to destroy my own kind to prove that theory to them." Norma said with a serious expression on his face.

"I must say, Norman. Never in my life have I met a man who would willingly destroy his own kind just to gain power and control." Salem said with a smile before taking her second sip from her tea. "I'm impress."

"Humanity are still barbarians who require the strong to control them. They live in caves and act like technology is still new to them. They disgust me to no end. But there is one person I have to thank for helping me come this far." Norman said to Salem.

"The Spider?" Salem asked him if that's what he's about to say.

"Yes, him. It's because of him and the power he possesses is the reason why I want to bring humanity and all life to its utter limit." Norman told her.

"What makes the young Spider so special to you? From what I've seen, he holds great power but has no idea how to properly use it. Acting like everything in the world is all for laughs and rarely takes things seriously." Salem said to Norman, wanting to know why Spider-Man is so important in changing the world.

"That's where you're wrong." Norman said, getting a small and surprise gasp from Salem. "Not many people could understand him because of how annoying he is with his constant jokes and worrying for the innocent too much because of his guilt, but it's because of his humor and guilt is where his great source of potential resides." He told her.

"His humor and guilt shows potential? It's not a weakness? How does that make any sense?" Salem asked the mad king, thinking that what he's saying is insane and crazy.

"Sometimes even the more bizarre of characteristics show signs of great power and change." Norman told her, who still is in a bit shock to learn about that. "I have had many battles with the accursed wall-crawler. I have tortured him in ways no man or beast should ever experience even in such a short lifetime. I have broken his body and mind many times, but he still refuses to give up and always beat me somehow. Unlike the rest of the heroes in my world, he is just a normal boy who got his powers by an accident. Attending school while going out every day playing hero. It's because he's so normal is why he's so special in the first place."

"He's special because he is normal?" Salem asked him, both intrigued and a bit shocked.

"Yes. He holds a special ability, completely unrelated to his spider abilities. A hidden power that he derives from that is greater than hope and despair combined." Norman said, now completely shocking Salem to the point she stands up.

"A power greater than hope? Only he possesses such an ability? What is it?" The shocked Salem asked Norman Osborn.

"I'm still not quite sure myself, as the boy still holds many secrets and mysteries that I of yet uncovered." Norman said before taking another sip from his tea. "That power, unlike hope and despair, is nigh unbreakable, almost as if its immortal like myself. Limitless potential and limitless danger both lie within him. He is the eternal light and the immortal darkness. The Alpha and the Omega. It's the reason why he was immune to my ISO-Oz Formula when I recently captured him. His immense power and ability, only known to him and him alone, is like a combination of all life that is sacred: Humans, Mutants, Faunus, Grimm, even people like you." He said, getting a shocked gasp from Salem across her. "I've seen it in his eyes. He shares the same look as you and me. But they're more firm than ours. He is more resolute and much smarter than the both of us combined. Only he is like that. Even after using his DNA for my Oz formula, me and my children could still not gain access to that hidden power and potential he holds. It's with that potential is why I want him as my heir. To help me push us to the pinnacle of evolution with his guidance. It's that very reason only he can use the true power of Remnant's great relics."

"The true power of the relics? What are you talking about? How do you know there contains a deeper secret within the relics?" Salem asked him, still shocked as usual.

"It was thanks to my recent invasion on Asgard is how I know of such secrets." Norman told her.

"The sacred realm of the gods?" Salem asked in awe, implying she at least heard of Asgard during her lifetime. "You actually led an attack on that place? Are you mad?" She asked, as not even she would pull off a crazy stunt like attacking the gods head on.

"Perhaps." Norman responded with a small grin on his face. "While everyone was distracted trying to save their sacred city, I took a minute to explore their learning halls and library and found out some interesting secrets about the relics. From what I've learned, one who possess a spirit unmatched throughout the universe, and shares the same qualities of those of the relics themselves could use their power in ways I doubt you even knew you could initially perform with them." He told his villainous rival.

 **BGM-Dragon Ball Super OST-Black's Frustration (HQ Recreation)**

"And you think Spider-Man is the human manifestation of the qualities of the relics?" Salem asked him.

"At times I wonder if the boy is even human at this point, but yes: The Spider has made difficult life and death _choices_ in his small time as a hero that are compared to no one. It's thanks to his Other, combined with his already terrifying intelligence, is how the Spider now possess _knowledge_ as old as time itself. It's thanks to his DNA is how the _creation_ of my Goblin Nation came to be, and its thanks to his DNA is how the _destruction_ of all life as we know it will soon come to an end. Someone like you, who doesn't share the same potential as him, will never be able to completely change the world with the relics." Norman said, ticking Salem off and still having a hard time swallowing such a hidden secret.

 **BGM Ends**

"Even if I DID believe what you say is true, is this the reason why you want Spider-Man so badly?" Salem asked him with a serious and annoyed look.

"Heh. Hardly. I only want the Spider. The relics could BURN for all I care. In fact, once my plan is complete, I will destroy them, right in front of your face before you die!" Norman said to Salem with a grin.

 **BGM-Dragon Ball Super OST-Dystopian Future (HQ Recreation)**

"You dare…?" Salem asked with her eyes glowing in anger.

"Besides, I already have a much greater source of power within my grasp." Norman smiles as he summons his ISO-OZ Sapphire right into his hands, glowing ominously with power.

"What is that gem?" Salem asked in interest.

"This is my ultimate creation, besides the Spider, called the ISO-Oz Sapphire." Norman introduced to her as he stands up from his seat.

"The ISO-Oz Sapphire?" Salem repeated.

Norman nodded as he continues his explanation. "Using the highly advanced technology of the year 2099 that I infected, combined with thousands of potent ISO-8 reactives and my Oz formula, I have created the gem of unlimited power that not only makes your precious relics as worthless as ordinary rocks, but it also surpasses that of the Cosmic Cube and even the Infinity Stones themselves!" Osborn boasted.

"Cosmic Cube? Infinity Stones?" Salem asked lost and confused on these cosmic relics of power.

"Items in my universe that can bend the fabric of my world's reality all together, but there is a catch." Norman told her. "The Cosmic Cube can only affect reality at a galactic scale, and the infinity stones can only work in their respective universe. Anywhere else and they are just worthless stones. But, using research me and my nation stolen about these cosmic artifacts, I was able to create a gemstone with no limits, and can affect ALL universes. All of reality is under my control with this endless wellspring of a relic! As so…" Using the power of his sapphire, Osborn summons ALL FOUR relics of Remnant from whatever pocket dimension Doctor Strange put them in floating around his body, immensely surprising Salem that he was able to collect them so easily.

 **BGM Ends**

"T-The relics…Y-You summoned them…Just like that?" Salem asked, now completely shocked at the power Osborn holds in his hands.

"Of course." Norman said with a smile, using his power to send the relics back to wherever he summoned them from. "I can even do so much more. Observe." He then uses the power of the Sapphire to give Salem rough, white, messy afro and a big, rubber red nose, causing Osborn to laugh at her embarrassed state. "Now you look more like a clown than you already are!" He said before he continues laughing, angering Salem more than she has ever felt, trying her best to get rid of her ridiculous costume, only to find she can't take it off until Osborn does it for her.

 **BGM-Megaman ZX Advent OST-The Chosen One (Theme of Albert)**

"Now do you understand my supremacy? The ISO-Oz Sapphire, designed that only I could use it power, no one else. And while powerful enough already, can still grow stronger, and it was all thanks to you and the heroes from both our worlds." Osborn told her.

"How?!" Salem practically shouted at him, wanting to know her involvement in this.

"The ISO-Oz Sapphire has a special ability that I invented after great research, part in which thanks to you." Norman started explaining to Salem. "It can absorb the raw, negative emotions from all those that have been infected by my formula. Everyone's years of anger…suffering…hatred…and insanity are all swallowed by this gemstone. It FEEDS off all their negative energy, even the energy deep within each planets' infected core. The power of worlds THEMSELVES flow inside here! Guess…How many worlds have I just infected in the past month or so?" He creepily asked Salem, who remains speechless as she has no idea what the amount of worlds he's infected.

"Six…Six whole, infected worlds…All their power of despair, including those that have been infected on both Earth and Remnant like the Grimm and Hydra, has been transferred into this magnificent jewel of creation and destruction." Norman answered for her, making her terrified of how much power he now has. "I had planned that whenever one of my Cabal has been defeated, I would infect a world or two as punishment for the heroes in getting in my way."

"But couldn't you have just done that right from the start?" Salem asked him on why he even bothered wasting his times with the heroes if he could've infected all worlds as soon as possible.

"I wanted to have the heroes' involvement in helping me to change the world. I am a considerate man after all. Now imagine what would happen when I infect all other worlds on the Day of Reckoning? I would truly be invincible!" Norman proclaimed.

"But how? Haven't you forgotten that you put all of reality at the very risk of destruction? Everything will be gone soon, including you!" Salem said, trying to get him to reason with his insane mind.

"Don't you think I'm not aware of that? This is exactly what I wanted." Norman said, surprising Salem. "I only need but a few moments to absorb all the negative hate energy from the other worlds once I begin infecting them. And thanks to my immortality and connection to my nexus, I will survive the destruction of reality. And after everything has been destroyed, I will create a new reality. MY perfect reality! Truly be the supreme god of all! I am resetting our worlds in order to restore balance to its imperfect status! And with both me and the Spider together, the perfect, new world order will finally be realized!" He said before going into an insane fit of laughter, completely horrifying Salem that would go that far to achieve his goals. Taking extreme goals to accomplish his plans.

"You're insane!" Salem shouted at him.

 **BGM Ends**

 **BGM-Dragon Ball Super OST-Golden Frieza Theme**

"YOU'RE the insane one! I am taking the very risks you are too afraid to use to accomplish my goals! I will accomplish what YOU couldn't!" Norman said, using his powers to telekinetically push Salem to the window, almost breaking it. "FOOL! You have essentially given me the tools of your own extinction!" He said as the ISO-Oz Sapphire slowly powers up in his hand, slowly creating a powerful storm that starts to envelop himself, Salem, and her entire castle-like building, which slowly breaks apart from its immense power. "The living of two universes! Of all of reality, shall be laid to rest in a SINGLE GRAVE!" He insanely holds tight onto his sapphire, absorbing a bit of its power, transforming him back into the Goblin King, but this time having rough, dark skin as if he's made out of purple molten lava, purple-and-dark wings sprouting from his back, and sharing some skin features from the Grimm Dragon DNA he injected into himself months ago, all while still having the four, dark gemstones that represent the corrupted maidens around his body.

 ** _"_** ** _Where there is life…LET THERE BE EVOLUTION!"_** The new and improved Goblin King said with a hysterical laughter while flailing his wings around, leaving Salem out-right petrified at the evil she is staring at, leaving herself defenseless for when Goblin forcefully grabs her by the face. **_"Let me show you true despair!"_** Goblin said while holding Salem close to his face, with his pure evil red eyes glowing and staring deep to her soul, joyfully sending her to the deepest parts of her mindscape. **_"Time for a lesson!"_** Multiple, dark silhouettes of Goblin repeatedly start punching her around her mindscape like a group of bullies in elementary school. **_"BOW DOWN TO MEEE!"_** One of the Goblin clones uppercuts her straight into the air, as the entire ground below her turns into the face of Goblin, and as she falls back down, she is eaten by the floor Goblin.

Back in the real world, Goblin lets go of Salem and lets her fall down to the ground almost comatose. **_"Heh. Miserable worm."_** He said while staring down at her weaken state. **_"Aww. Don't die on me now. I still need you. Once I've taken over all of existence, then I will kill you, but not before I slowly destroy those relics you spent an eternity trying to collect right in front of your dying face. But in the meantime, you will spend the rest of your time as my slave. Tortured day in and day out, and learn once and for all, who is the supreme being in the universe!"_** He said before entering one of his insane laughters, with his plans almost done and completed.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Whelp. This is it. Endgame is all but about to begin. The fate of our worlds now hangs in the balance. Everything we've learned up until now rides on this battle. If we fail, everything and everyone we love will be gone and completely destroyed. Aunt May. Mary Jane. I promise you that I will stop Goblin at any cost. So what are we waiting for team? Let's go raid Osborn's Neo-Oz Carrier!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Beginning of the End_**

 **Ruby: Goblin. Watch out. Because we're coming for you to end this.**

* * *

 **KFX here: It all begins next chapter, folks. The heroes prepare for the final battle in the next issue, and it will be a battle SO HUGE, both worlds will entirely be a messy battlefield. This is not all ending in one chapter. We have a MASSIVE multi-parter coming up, so stay tuned for how the final battles of this story will unfold.**


	78. Vol 3 Issue 21: Beginning of the End

_Vol 3 Issue 21: Beginning of the End_

 _"_ _Where…Where am I…?"_ Ruby asked herself while in some dream with no body.

Even though she has no body, she is able to see short flashes of some battle in front of her, which appears to be Spider-Man fighting against the Goblin King in some arena. _"Peter…Goblin…"_ More and more flashes of the battle are shown to her, with Spider-Man in his Black Ace form now fighting some dark and twisted version of Goblin. Even when she could tell Spidey is going all out against Goblin, he's slowly losing the battle as the arena starts to catch flames. _"Peter…No…No…!"_ The last of the visions she sees is Peter, now without his armor and badly beaten, breathing heavily inside the hanger of a Quinjet, with the Dark Goblin standing and roaring at the edge of the ship, and before she knows it Spidey uses the last of his strength to punch Goblin in the face, knocking himself and his mortal foe right out of the Quinjet and crashing down into one of the Schnee Dust Company building that's located in Vale, causing the entire building to collapse and crumble from above.

"No!" Ruby wakes up from her bed, as the entire experience was only a nightmare, or perhaps more. She finds herself back at Beacon where it is still night outside, but can still see the chaotic storm happening all around the city.

"Ruby, you alright?" Her sister, Yang, whispered to her from her bed, wide awake.

"I-I think so." Ruby whispered back to her.

"Did you two experience some strange nightmare about Goblin and Peter?" Weiss asked the two sisters since she and Blake are also wide awake, with the only exception being Peter, who is sleeping and snoring peacefully on his hammock.

"Yeah we did. What does it mean?" Ruby whispered to them so they won't wake up Peter.

"They could be visions of the future." Blake responded. "Visions of…" She stops talking and frowns as they all stare at the sleeping Peter across from them, as they already know the answer. "We should speak to Madame Web about this in the morning." Blake finished.

"Right." The other girls whispered back before they all head back to sleep, with Ruby being the last one to do so, looking at Peter again with a sad face before heading back to sleep.

* * *

 **Rooftop Dorms of Beacon Academy (One day before Endgame)**

The end of all reality is almost here, with only one day left before the Day of Reckoning begins and all life as we know it will be forever changed, or destroyed. On both Remnant and Earth, the skies above each world are still dark, even in the morning, with very dangerous green and purple thunder and lightning cackling and striking down from the dark clouds above. The ocean waves are getting stronger and deadlier by the second. Strong winds are blowing away dozens of trees in every forest. More and more landmasses of each world start to break apart from the planet's core, with half of both the continent Sanus (the part that contains the kingdom of Vacuo) and the United States being part of this separation.

On the dorm rooftop of Beacon Academy, the girls of Team RWBYP are currently talking to the old, spider mystic of the Great Web, Madame Web, on any useful information she could give them about the future, and more importantly, if Peter's destined death has changed yet.

"Madame Web, tell us. Has the future changed in any way that will prevent Peter's death?" Ruby asked the old spider lady.

"Hmm. I'm sorry, but I cannot say. My vision of this event has faded for an unknown reason." Madame Web told the girls, shocking them that now she can't see into the future anymore.

"What?! How?!" Weiss asked her.

"It might be because reality is becoming too unstable that I can't look into the future even with the Great Web." Web answered the heiress' question.

"Great. No more foresight." Yang said.

"So, now what?" Blake asked.

"Don't give up. Even if we don't know what the future may hold, it is still possible to change it." Web said to the girls.

"But, I mean…" Ruby looks away depressingly, not knowing how to finish her sentence.

"I've seen miracles happen before. As long as there's hope. As long as there is a _will_ to continue fighting, anything is possible. You girls should know that by now after hanging out with Peter for all this while. I mean look at him." Madame Web points the girls to Spider-Man swinging across Beacon, twirling in the air and enjoying himself, as he makes his way to Vale to meet up with Cinder again. "Even at our darkest hour, Peter still remains optimistic and having fun. That is most definitely his most powerful trait. One that you four have inherited but haven't fully grown accustomed to. With that trait, performing even the most impossible can be possible." She said to the girls.

With a boost in confidence and assured that Peter most likely would be fine at the end of this war, the girls of Team RWBYP let out a smile. "Thanks Madame Web." Ruby said to the old mystic.

"Your welcome, Ruby." Web replied with a smile. "Now you four go get something to eat and prepare for the meeting later today. As you can tell, we don't have much time left, so we're all gonna be needed over at Avengers Tower starting at noon."

"Right. See ya later, Madame Web." Ruby waved at the old mystic before she and the rest of her team exit through the rooftop door.

"Good luck, Team RWBYP. You'll need it." Madame Web said to herself.

* * *

 **Earth, New York City, Forest Hills**

Despite the world about to end the next day, Aunt May is keeping herself occupied by cleaning her dishes while listening to the J Jonah Jameson on the news rant about the end of the world and blaming Spider-Man for this mess as usual. "Things outside are definitely getting messy, but I'm sure Peter and his friends can clean it up. I have full confidence that they will save our world just as usual." Aunt May said to herself, completely confident that Peter and the other heroes will save the day no matter who they are up against.

Unknown to her for a moment, behind Aunt May while she cleans her dishes, a dark portal silently opens up from the ground, with a demonic shadow slowly rising up from the vortex and stands right behind the old lady. Aunt May senses something mysterious going on judging from the sudden shift in the air. "Who in the-?" As she turns around to ask who this intruder is, she lets out a gasp, recognizing the demon, and accidently drops one of the plates she washing onto the floor, causing it to smash into pieces as she is taken away.

* * *

 **Manhattan**

While walking through the busy sidewalks of Manhattan, Mary Jane is seen holding groceries from the store to take home for her own, dear Aunt Anna. While she continues walking pass a dark alleyway, she hears and saw something move deep within the alleyway, and could tell it was watching her. "Who's there?" MJ asked, stupidly walking inside the alleyway alone instead of ignoring the eerily sounds. As Mary Jane continues walking through the long and nasty alleyway with no one around, she finds herself at a dead end, "I guess it was probably nothing." Just as she's about to turn around, a dark figure with a cape lands right in front of her, knocking the redhead and her groceries to the ground.

 ** _"_** ** _Hello, my dear."_** This red-eyed monster greeted Mary Jane with a creepy smile, causing MJ to start screaming as loud as she could for help before getting kidnapped and sent through the portal with the laughing monster of a king.

* * *

 **Remnant, Vale Hospital**

Back at Remnant, Spider-Man and Cinder are still training with each other, but mostly Spider-Man himself as he tries to combine his Great Weaver and Other aura together without any severe consequences to his body. The spider hero stands still in place, breathes in an out a few times and then starts lighting up both his crimson red and godly blue auras at once, with Cinder standing by the side to watch his progress. Spidey powers up for a few seconds, trying to find to right frequency to stabilize his power, but he feels his heart about to go out and falls flat to the ground in severe pain.

"Spider-Man!" Cinder runs up and kneels down next to him in concern for his well-being. She helps the webhead get up on his feet, who breathes very deeply and almost out of breath. "Guess you still can't get the hang of it, huh?" Cinder asked him as she lets him stand on his own two feet.

"No…" Spidey responded, still with little breath in his voice. "With each attempt, I can feel my heart about to explode. My body can't handle all that power at once."

"But you did it before, when Osborn launched his sun attack on us." Cinder reminded him of the previous time he combined both his auras to save the kingdom of Vale.

"I was desperate back then, not to mention I was wearing my armor at the time, so I was able to _slightly_ able to control it for a second, but even still…" Spidey takes a good, hard look at his right palm as he thinks deeply to himself, trying to think of someone way to combine both his powers without risk of killing himself.

"Yeah, well, don't stress yourself. Last thing we need is you to die right before we beat Goblin." Cinder said to at least comfort him, something that Peter took note of.

"Heh. I've noticed you've become a lot nicer since we started these therapy sessions." Spidey said with a smirk behind his mask.

"I can still backstab you at any moment when you least expect it, you know." Cinder said with a smirk on her face.

"Thank goodness I have a spider-sense for that." Spidey said, causing the two of them to start laughing for a moment.

 _"_ _Spider-Savior…Help us…"_ A woman's voice starts telepathically speaking into Peter's head, immediately getting his serious attention.

 _"_ _You are our last hope…"_

 _"_ _You are the only one who can…"_

 _"_ _Please. It's all up to you…"_

"What's wrong? Did something happen?" Cinder asked the distracted webhead.

"These voices…They've been talking inside my head for the past few days, but I have no idea who they are or why. And they all sounded like women too." Spidey told her.

"Women? Who in the world would want to talk to a loser like you?" Cinder asked the hero.

"Those who see how devilishly handsome I am, both in and out of costume." Spidey said while pointing to himself, causing Cinder to scoff at him. "Yo Ero. Care to help us out?" He asked his Other for help.

Using the millions of mini spiders hidden on top of the rooftop, Ero forms right behind Cinder, causing the former fall maiden to jump to Peter's side a bit terrified. "That's your Other?! He looks different from the giant, blue, man-spider from before!" She said to the non-frightened Peter.

 ** _"_** ** _I am a divine creature of the Web of Life. I can take many forms if I chose, Cinder Fall."_** Ero said to Cinder.

"So Ero, do you have any idea who keeps talking inside my head, because I hate it when people do that without asking for permission first?" Spider-Man asked his divine other self.

 ** _"_** ** _Hmm…At first I thought it was impossible, but slowly I've come to sense that it is them through great concentration."_** Ero said to Spidey and Cinder.

"Who?" Cinder asked the Spider-God.

 ** _"_** ** _They who have been long thought gone but still exist with their power, power that is weak and growing weaker by the day."_** Ero confusing said to the hero and anti-hero.

"Enough with the riddles. Just tell us already." Spidey said to his other.

With a simple grunt, Ero snaps his fingers, teleporting himself, Spider-Man, and Cinder into some white void with nothing else in sight for hundreds of miles. "Hey! Where are we? Why are we in some white void?" Spidey asked while he and Cinder look around their empty surroundings.

 ** _"_** ** _Quiet. Here they come."_** Ero told him.

"Who?" Cinder asked again.

 **BGM-Sonic Adventure OST-Theme of Tikal**

From the sky above, four glowing colored orbs descend from the heaven, with one being blue, the second being purple, the third being green, and the last one being orange. The four glowing orbs float in front of Peter and the rest as they start to take form of four young women, with each of them flickering repeatedly.

"What the? Who are you four?" Spidey asked the young women, not recognizing them.

"Wait…They can't be…The maidens?" Cinder said, somewhat recognizing and guessing who they are.

 ** _"_** ** _More specifically the original maidens."_** Ero spoke up. **_"Their souls have been trying to call to us for a while now. Here in this white space, we can properly communicate with one another."_**

"The original maidens? How is that possible?" Spidey asked before turning back to the young, flickering women.

 _"_ _Ever since Goblin absorbed and corrupted our power, we used what little control we have over it to try and talk to you, Chosen Spider."_ The Winter Maiden said to the Spider.

"But why me specifically? I'm no maiden, last time I checked anyways." Spidey joked while asking a question.

 _"_ _No, but you are the only one we detected a similar link to us and our souls."_ The Summer Maiden answered him.

"They're probably referring to your status as a Spider-Totem." Cinder said to the webhead.

 ** _"_** ** _That is correct, Cinder Fall. Spider-Totems and the Maidens aren't so different from each other, and as a special Spider-Totem, we have a much stronger connection to them than most."_** Ero said.

"That makes sense, sort of." Spider-Man said before turning back to the ladies. "So why have you four been talking inside my head?" He asked.

 _"_ _Please, you must help us. We don't have much time left before Goblin completely corrupts us forever."_ The Spring Maiden said to the Spider.

"Yeah. I can tell from the amount of times you've been flickering for the past minute, but what can I do to save you girls?" Spidey asked.

"I'm guessing we just have to beat Goblin and that's it." Cinder said.

 ** _"_** ** _I'm afraid it's much more problematic than simply beating him and releasing them from their captivity."_** Ero said, as just beating Goblin won't guarantee their release.

 _"_ _He is right. Goblin has a tight grip on our souls. Even if he is defeated, there is a likelihood we may permantely bond with him, or vanish into nothingness from this world forever."_ The Fall Maiden told them.

"I think permantely bonding with Osborn is way worse than death." Spidey joked. "But I get it. I'll find some way to free you guys from Goblin's ugly looking fingertips. I promise you all that."

"You sure?" Cinder asked him.

"I've performed the impossible before. I'll think of something." Spidey said to her.

All four, original maidens are happy to hear that there is a chance for them to be rescued from Goblin's evil clutches. _"Thank you, Chosen Spider. We wish you and your friends good luck in the coming battles, for has Goblin has grown much stronger since he and you last met. Be careful."_ The Winter Maiden said to the spider hero of destiny.

"Aren't I always?" Spidey asked all smug. "The only thing I need to be careful is somehow ticking off this girl with the bad hairdo." He said, slyly pointing his thumb to Cinder next to him, receiving an annoyed elbow to his right arm, causing him to attend to his wound.

The maidens giggle as their bodies slowly start to dissipate into nothingness. _"Good luck Spider-Man: Hero of the Web of Destiny."_ And with that closing statement, the maidens disappear, with Spider-Man, Cinder, and Ero returning back to the Vale Hospital rooftop.

 **BGM End**

"Boy, that was weird." Spidey casually said while putting his hands behind his head.

"No kidding. I guess there are still some secrets of the maidens that I wasn't aware of." Cinder said to the Spider. Before the two could think of their next move, Peter's Webware alerts him to a message. "What's that?" She asked as he reads his online message.

"The big, end-of-the-world meeting is about to start soon over at Avengers Tower." Peter said, turning off his wrist device. "We should go so we can discuss a plan on how we're gonna deal with Goblin's forces."

 ** _"_** ** _Agreed. We should plan carefully on how we're gonna deal with Goblin and the rest of his nation. There is no mistaken that he will bring out everything he has to stop us. One mistake could prove detrimental in saving our worlds."_** Ero said to warn them of the upcoming threat.

"Don't have to tell us twice." Spidey said before turning to Cinder. "Ready to go, Cinderella?"

"Stop calling me that." Cinder warned him with her mean eye.

"Alright, princess. Grab on tight." Spider-Man said to the annoyed Cinder, who holds onto Peter's neck as he starts swinging from the rooftop and into the city.

Using the ISO-8 that's within his Webware, Peter activates a portal in front of him, where he and Cinder jump through to cross dimensions, and after a second, they find themselves swinging through the skies of New York City. "We're actually in another dimension?" Cinder asked the Spider, looking around her surroundings to see just how much different it is from her world.

"Yup. Good ol' Earth and New York City. I love being home. Especially when we are at the brink of extinction, but that's like a common occurrence around these parts." Spidey joked as he continues swinging through the city to make their way to Avengers Tower. "Look. We're almost there. Hold tight!" He told Cinder, which she does as Peter uses his amazing swinging abilities and acrobatics to make their way to the top of the tower.

* * *

 **Inside Avengers Tower**

The Spider and the flame princess exit out of an elevator that leads into the giant conference where the rest of the Unified Heroes are talking to each other before the meeting plan could begin. Pretty much everybody who has been a big help in this war are here: Nick Fury and his S.H.I.E.L.D. pals, the X-Men, the Fantastic Four, High Leader Sienna Kahn and some of the White Fang that have been cured, Black Cat, Akuma, Ryu, Zero, Jacques Schnee, all of their allies are here while eating some snacks and taking some refreshments as they wait.

The girls of Team RWBYP and Team JNPR were in the middle of talking with each other until they see Spider-Man and Cinder walking towards them. "Spidey! You're here!" Ruby runs up to him with a hug, with Spidey ruffling up her hair as she continues hugging him.

"Sup Rubes. Nice to see you're as adorable as ever." Spidey said, getting a teethful smile from the little red hood.

"Uh, what's SHE doing here?" Weiss points to Cinder next to the webhead while exchanging unpleasant looks at one another.

"Hey Cinder!"

Cinder turns around to see Mercury and Emerald walk up to their old leader. "It's so nice to see you are okay? How are you feeling?" Emerald asked their scarred leader.

"Okay for now. But I won't fully be okay until Goblin's been taken care of." Cinder said to them.

"Y'know, we still don't trust you." Pyrrha said to Cinder with a serious look on her face, as she remembers that, according to Goblin back at the Beacon Vault underneath the school, Cinder would've killed Pyrrha in the original timeline if Spider-Man and Goblin didn't arrive to create an alternate timeline.

"I don't care if you trust me. Right now I just want Osborn to pay for what he's done to me, even if I have to work with weakling people like you lot." Cinder said, angering both the girls of Team RWBYP and Team JNPR from her insults.

"Now, now. Be nice. Remember what I taught you? We're all friends here, right? Right?" Spidey asked his friends and Cinder's team, only to find them staring intensely at one another with fury and annoyance. "Can somebody at least say something?"

 ** _"_** ** _BOO!"_**

Something from behind Spider-Man spooks him, causing him to fall flat on his face on the ground. As he holds onto his head and stands up, he hears a familiar laugh next to him, and in that instant, both Venom and llia turn off their camouflage while the alien parasite continues to laugh at the webhead. **_"Ahahaha. We sure got you good, Webs. You should've seen the look on your face."_** Venom said to his arch-rival.

"Sorry, Spider-Man." Llia apologized to the hero while embarrassedly scratching her head.

"llia?" Blake recognized her faunus friend.

"Oh. Hey Blake." Llia happily waves at her friend.

"Ugh, Brock. What do you want?" Spidey asked his mortal enemy/ally.

 ** _"_** ** _Your brain in our stomach."_** Venom said while sticking out his long tongue.

"That's disgusting." Jaune said.

"So, you're the one they call Venom, correct?" Cinder asked the symbiote, getting the monster's attention. "Your appearance definitely reminds me a lot of Spider-Man."

 ** _"_** ** _Our appearance may be similar, but we assure you, WE are superior to the Spider in every regard."_** Venom said to Cinder.

"Except for the fact you can't take loud rock concerts." Spider-Man quipped, causing Venom to roar right in front of his unfazed face, threatening to eat him. Spidey takes a second to smell his breath, "Phew-whee. Venom, my friend, you need to get yourself some breath mints." As he pushes Venom's face away from him.

 ** _"_** ** _Annoying bug."_** Venom said with a grunt.

"So how in the world you and Venom are seen together?" Blake asked llia.

 ** _"_** ** _She was loud, we were bored. That explains everything."_** Venom answered in llia's stead.

"I'm pretty sure that was the opposite, Venom." Llia turned to the chuckling symbiote, unamused by his joke before turning back to Blake. "I was assigned to make sure Venom wouldn't do anything reckless unless he wanted to get shocked."

 ** _"_** ** _We weren't planning on hurting anybody."_** Venom told them.

"Uh huh. How many people have you eaten lately?" Spider-Man asked the symbiote, not buying what he says is true.

 ** _"_** ** _Not…too many."_** Venom told him, causing Spider-Man, the other students, and llia to sigh on how hopeless he is, with Cinder and her group to chuckle. **_"But we did eat some of those 'Grimm' we heard so much about. They were quite delicious."_**

"You ATE the Grimm?" Emerald asked in disbelief, never hearing someone actually eating the Grimm before.

 ** _"_** ** _Yup. Hundreds of them. We even wrestled with a Sea Dragon last week before we ate that too."_** Venom said while patting his stomach repeatedly.

"Okay. Now I'm getting sick." Weiss said, covering her mouth.

"You do realize some of those Grimm were infected, right?" Spidey asked his arch-nemesis, reminding him that most, if not, all of the Grimm from Remnant have been infected by the Oz formula. "The last thing we need right now is YOU going out-of-control and eating everyone in the city."

 ** _"_** ** _Oh please. Like we ever go out of control."_** Venom said with a smile to his arch-enemy.

"Whatever Brock. Just try to behave and not eat anyone else." Spidey said as he, his friends, and Cinder's group start to walk away from the psychotic symbiote menace, leaving Eddie by his lonesome.

As he sees them walk away from him, Venom's smile and face turns serious for just a second. **_"But I'm serious, Spider…"_** Venom spoke up from behind the heroes, prompting Spider-Man and his friends to stop in their tracks, with Spidey slightly turning his head back to his nemesis. **_"If someone like Osborn gets me…turns me into an uncontrollable monster…promise me…you'll kill me."_** He said to his rival.

"WHAT?!" Spidey and the others fully turn around to face him, completely surprised to hear him say something like that. Even Cinder and her group are a bit surprised to hear someone as crazy as Venom ask Spider-Man to kill him if he ever went out of control.

 ** _"_** ** _We've never truly seen eye-to-eye, Spider-Man…"_** Venom started talking as he approaches the webhead. **_"But there's no one I respect more to finish me off if things go a-wall. I would rather die by your hands than turn into Goblin's puppet. That is my only wish I ask of you to fulfil."_** He said to Spider-Man, standing in front of his respected rival.

"Venom…" Ruby said with slight sadness in her voice.

"Eddie…I-I don't know what to say. For a second there you almost sounded…human." Spider-Man said, surprised to hear Eddie still has a heart despite being overcome by the symbiote.

 ** _"_** ** _Hmph. Don't get used to it."_** Venom said before walking away from the staring hero teens and Cinder's group as they see him walk away.

"Eddie!" llia calls out to him, feeling really bad for not treating him fairly before, but he ignores her. Even Cinder feels bad for the villain, despite only just met.

"Wow. That was unexpected to hear from him." Yang said.

"Yeah…" Spider-Man agreed before he depressingly looks down to the ground. "For all this time I thought Eddie was completely consumed by the symbiote. Lost in the eternal darkness. But it would seem that my old friend is still in there somewhere."

"Even in the darkest of pits there is a small light beaconing from the shadows." Ren said.

"Got that right." Nora agreed with him.

"Would you fulfil his wish?" Cinder asked Spider-Man while crossing her arms.

"Huh?" Spidey said confused.

Cinder turns to the hero's face. "Would you kill him if the time comes?" She asked him.

"Let's not worry about that now. I already have enough to think about now." Spidey said, earning a grunt from Cinder. "Come on. Let's hang out a bit before the meeting start, okay?" He asked everyone.

"Okay!" Ruby said happily to lift up everyone's spirits as they all go their separate ways inside the tower for the next few minutes before the meeting officially begin.

Everyone is hanging out with the people from multiple worlds, as evident with the Belladonna family talking to Felicia Hardy, aka, the Black Cat. "So, you're a…cat burglar?" Ghira asked Felicia carefully.

" _Professional_ cat burglar. And your daughter would also make a good thief if she wanted to." Black Cat said to the Belladonnas.

"Yeah, sorry, but I'm not into priceless jewels as you, Felicia." Blake said to her.

"Whatever." Cat said.

Across the room, both Weiss and Jacques Schnee are meeting with Pepper Potts, Tony Stark's personal assistant in Stark Industries. "So where's Tony, Ms. Potts?" Jacques asked the assistant.

"I believe he's in another business meeting. That, or he's somewhere messing around with his armor again." Pepper replied to the President of the Schnee Dust Company.

"It sucks being his assistant, huh?" Weiss asked Ms. Potts.

"Ugh, you have no idea." Pepper said as the two girls start laughing with each other.

In another part of the conference room, both Ruby and Yang are walking around together until they hear a familiar sounding bark closing in on them. "Girls!" The two sisters turn around to see Zwei, and more surprisingly, their father, Taiyang Xiao Long, waving at his daughters.

"Dad!" Yang said, surprised to see their father as they walk up to him.

"What are you doing here?" Ruby asked him.

"Your uncle Qrow invited me. I mean it's not every day you travel to another dimension to meet actual heroes and with the fate of the universe resting in the balance." Taiyang said to her daughters. "Where's your friend, Peter? Shouldn't he be here too?" He asked while looking around for Peter, still unaware that Peter is Spider-Man after all this time.

"Uhhh…" Ruby and Yang try to think of an answer to their father, only to not think of anything.

As Taiyang looks around, he spots Spider-Man eating some of this chips laid out for the guests. "Hey. I found Spider-Man." He said, running up to meet with the famous kid hero despite his children calling him back. While he was eating, Spider-Man spot Mr. Xiao Long running up to greet him. "Wow. So you're the famous Spider-Man. Hi, my name is Taiyang Xiao Long. I'm a big fan of you. Nice to meet ya." He takes out his right hand towards Spider-Man.

"Uh, thanks." Spider-Man unsurely said as he takes his hand and starts shaking it. _"Well, this is awkward."_ He said in his thoughts.

"Well, this is awkward. Our dad is meeting with Peter twice." Yang said to her younger sister.

"Hehehe, yeah." Ruby embarrassingly laughs while her dog barks repeatedly.

Everyone in the room is having a good time enjoying themselves, well, everyone except for Hulk, who getting more and more impatient for the meeting to start since Iron Man isn't here yet. "Where's Stark?!" He shouted loudly, getting everyone in the giant room's attention.

 **"** **Sorry, sorry everyone!"** The United Heroes look up to see Iron Man flying from an open window and lands down next to Pepper. **"Got caught up in a meeting."** He said as he takes off his helmet and shares a quick glance with Pepper. "Uh, actually, I missed that meeting too." He admitted, getting an angry look from his personal assistant.

"We're just glad you're here, Mr. Stark. Shall we get started?" Ozpin asked while standing beside his fellow Beacon professors and Ironwood.

"Right. Carol. Do you want to lead us off?" Tony asked Captain Marvel as she walks into the front of the room to speak to all of her allies and friends.

 **BGM-Megaman X8 OST-Deepening Mystery**

"As you all may know; tomorrow is the big day when the Goblin Nation will attack both our worlds, presumably with an armada of ships from what we gathered from the destroyed Goblin robots, along with the mothership: The Neo-Oz Carrier." Captain Marvel started explaining everything to the heroes, showing them holographic images of what their plans might be as she continues talking.

"We can likely assume they'll attack each major city and academy on both worlds. We've already got evacuation plans and safe zones for each major city so they won't get caught in the crossfire. And thanks to S.H.I.E.L.D. and the Atlesian Military, each Huntsmen academy have been equipped with the best shields and weapons that should protect them from the incoming assault." Captain Marvel said to everyone, with Captain America being the next one to speak.

"And while most of us are busy fighting Goblin's forces in each world, one team is gonna infiltrate the Neo-Oz Carrier with three objectives: Shutting down the main control center that are controlling the robots and the Hellcarriers, the dimensional transporter he has on the ship, and taking down Goblin." Captain America informed everyone.

"Thanks to Reed Richards, the team is gonna replace the core powering up the dimensional transporter with one that's filled the Anti-Goblin Cure, since our original plan to use our own inter-dimensional device was destroyed recently and no time to repair it. It's risky, but it's the only plan we got to cure the other, infected worlds." Cap said.

It was then Ryu's turn to speak up from inside the huge crowd of heroes and Huntsmen. "What about our collapsing realities? How much time until its destroyed?" He asked the two captains.

"I can answer that one." Reed Richards walks in front of the crowd to answer his question. "According to my calculations, we have until 1:15 pm straight until all of reality is completely wiped out from existence."

"That's a problem since we don't know WHEN Goblin's gonna attack." Qrow spoke up.

"Goblin knows about our collapsing reality, so I can image sometime in the morning he'll begin the invasion." Reed told him.

"Even if we beat Goblin, there's no guarantee that will fix our reality, correct?" Akuma asked the elastic scientist while folding his arms.

"Correct Akuma. Me and the other scientists have been working on some devices that should not only help take down Goblin, but to fix our reality before they got destroyed after the battle on Asgard." Reed told him.

"What are these devices you speak of?" Sienna Kahn asked Mr. Fantastic.

"Glad you asked." Tony spoke up. "One of them was an armor called the ISO-Chaos Armor, which is designed to harness and safely regulate the power output of these ISO Emeralds we've been creating with the ISO-8." He shows the United Heroes the blue ISO Emerald around to everyone, getting an awe from how beautiful and powerful it is. "We're currently in the process of creating the seventh emerald, but once we have all seven and install them into the armor, their immense power should be strong enough to warp all of time and space and fix our reality to its original form."

"And the second device?" Penny asked.

"It's a weapon, modelled after the Ultimate Nullifier, designed to specifically weaken Goblin's powers." Yellowjacket answered her.

"How?" Cyclops asked him.

"Thanks to the data JARVIS secretly recorded from the last time we faced Goblin, we found a weakness in the form of the maidens. Like any form of energy, there exist a positive force and a negative force. Protons and electrons in science terms. With our device, and the data we gathered from the Ultimate Nullifier, they target the smallest electrons in the maidens' powers, weakening Goblin as a whole to make it easier for us to fight him." Yellowjacket informed everyone, surprising most of them, mostly Cinder and even Ozpin, as he had no idea that was possible.

"You can weaken a maiden's power?! Magic itself with science?! That's actually possible?!" Cinder asked the scientists, flabbergasted.

"Lady, magic is just another form of science we haven't uncovered yet. This is proof." Tony said, since he doesn't believe, and actually HATES magic as a whole compared to most people.

"Well…" Ozpin chuckled. "This is definitely a breakthrough I had no idea was possible. I'm impress."

"But didn't you say the armor and weapon are destroyed and would take weeks to repair them?" Ruby asked the scientists about the current status of the devices.

"We did, but thankfully thanks to King T'Challa and his country's highly advanced technology, reconstruction on the devices have sped up immensely." Reed replied.

"But even with Wakandan science and tech, rebuilding these devices will still take a few days." Black Panther said.

"Then how about I go back to Abel City and get the tech you need to hurry it up?" Zero spoke up, getting everyone's attention.

"But wasn't Abel City infected by the Goblin, along with your entire world?" Glynda asked the reploid.

"Don't worry. I know that city better than anyone to get in and get out without anyone noticing, especially when I plan to take a visit to one of Sigma's old labs. I'm sure that Maverick left some tech you guys could use to complete your devices." Zero said, remaining calm and collected as usual.

"A suicide mission, into the heart of enemy territory?" Tony asked, thinking that's a crazy idea. "I'm interested—tell me more."

"We have no other choice." Ryu said.

"There seems to be a lot of that going around." Spidey said.

"Understood. Natasha. Bucky. You two will accompany Zero in infiltrating Abel City right after this meeting. Get as much tech as we need and get back here as soon as possible." Captain America said to his two, trusted friends.

"Roger, Steve." Bucky said.

 **BGM Ends**

During the discussion about how to properly take on Goblin's forces, Reed's handheld device alerts him to something major. "What's the matter, Dr. Richards?" Ironwood asked Mr. Fantastic.

"This isn't good." Reed said while shaking his head.

"I don't like where this is going." Yang said.

"Reed, what's going on?" Susan Storm asked her husband.

 **BGM-Sonic Adventure 2 OST-GUN Mobile**

"I've been scanning the background radiation spectrum on the current status of our worlds' reality, and it's gotten worse to the point that fixing it might be a problem." Reed informed everyone, shocking them at the news.

"W-What do you mean?" Pyrrha asked him.

"Even if we repair the ISO-Chaos Armor and use its power, there's not a 100% percent chance it will fix everything. In fact, it might make things worse." Dr. Richards told the heroes.

"Is there any solution?" Dr. Oobleck asked the other doctor.

"One. If the person wearing the armor already has some sort of powerful 'link' with the other worlds, stabilizing the multiverse will be 100% sure, even if the damage looks to be too severe." Reed explained.

"But who do we know has some sort of 'link' with the entire multiverse, especially when we're running out of time to start searching?" Shadowcat asked, not thinking of anybody on top of her head.

"Hmmm…Wait. I know of a person that already has a link with other worlds." Cinder said before turning to Spider-Man next to her. "You."

"Me?" Spider-Man points to himself in confusion.

"Yes, you. You are the Avatar of the Great Weaver. The one who's web is attached to the entire multiverse." Cinder reminded him of his status.

"She's right." Doctor Strange spoke up. "With your power and connection to the Web of Life, Spider-Man, only you have the ability to re-attach our reality like a giant spider web." He said to him.

"Whoa, whoa, whoa! Do you have ANY idea what you're talking about? You're asking ME, your friendly neighborhood jokester without a driver's license, to fix ALL OF REALITY?! That's crazy!" Spider-Man said, thinking this plan is just insane and impossible.

"Hey, you did it before remember?" Tony said, referring to the time both Spidey and Sonic used chaos control to close up a vortex in the sky that link together both Earth and Mobius during the last, inter-dimensional debacle.

"That was a wormhole in the sky! This is totally different!" Spidey told him.

"Same thing."

Spidey sighed and face palmed, not in the mood to continue arguing. "Come on. You can do it." Ruby elbowed his left arm.

"Alright, fine! I'll do it! But don't blame me if we all accidently turn into jelly-filled donuts or something stupid." Spidey said, getting a reassured clap from everyone in the room.

 **BGM Ends**

"Alright. With that out of the way, does anyone have anything else to say before we end this meeting?" Captain America asked everyone in the room, but no one seems to have any more to say that hasn't already been said. "Okay. So then-."

 _"_ _Warning! Warning!"_ The tower's alarms start to pick up a strange transmission from an unknown source.

"What the?! JARVIS! What's going on!" Tony asked his AI butler.

 _"_ _I'm picking up an unknown transmission!"_ JARVIS replied to him.

"Who?!" Ozpin asked as everyone in the room looks up to the big holographic screen in the middle of the central room.

 **BGM-Megaman X8 OST-Perplexity**

As everyone looks at the big screen, they see many symbols that represent that of the Goblin Nation, slowly disappearing one by one at a speeding rate until they all see, right from the holographic screen, they see the Syn Goblin King from the screen, looking down to the ground before creepily moving his head up and looking at the resistance forces, mostly at Spider-Man, who he gives out a psychotic smirk to.

"Goblin!" Spider-Man said, still recognizing his old foe even after a month of not seeing him.

 _"_ _Long time no see, Spider-Man."_ Goblin greeted his mortal foe.

"You just don't know when to quit, do you?" Ruby asked the villain.

 _"_ _Don't worry, child. It'll all be over soon and we'll never have to meet again."_ Goblin replied to Ruby.

"Good. I'm tired of seeing you getting uglier." Cinder spoke up, getting Osborn's intrigued attention on how she's still alive after their last encounter.

 _"_ _Well, look who's back from the dead. The little fire speck who thought she was a god. But what's that I sense? Is that fear I'm seeing in your eyes? Has the memory of my defeating you brought you back from the afterlife?"_ Osborn asked Cinder, not even remotely caught off-guard that she's still alive.

Cinder scoffs, ignoring his taunts. "Oh please. The only thing scarier than you is listening to Spider-Man ramble day in and day out." She said while pointing to Spider-Man beside her.

"Ah great. She's making jokes. Glad I made an impression." Spidey joked.

 _"_ _Heh."_ Is all Goblin could say with a confident smile on his face before turning to Nick Fury, who's standing beside Maria Hill and Phil Coulson. _"Fury. It is so nice to see you again after all this time. I should thank you for letting me have possession of one of your Helicarriers, otherwise this whole ordeal might have not started."_ He said to Fury with a chuckle.

"That's great, Osborn. Now make it easier for us and surrender. Otherwise what comes after will be on YOUR head." Fury said to the grinning and insane Goblin King.

 _"_ _Hehehe. Classic Nick Fury. The time for your reckoning has arrived. I bring this war to you and the worlds you all try so desperately to protect! You and the rest of S.H.I.E.L.D. will PAY for imprisoning me!"_ Goblin said to the Director of S.H.I.E.L.D.

"You're still holding a grudge about that? Is that what this is all about?" Fury asked the Goblin.

 _"_ _I have grown PAST of such a pathetic grudge. Just how I have grown past of this wretched world you all live in. It's why I've been staying in the comfort of this pocket dimension for all this while."_ Goblin just informed them on where he has been hiding this entire time.

"A pocket dimension? So that's where you have been hiding this whole time." Reed said to Osborn.

 _"_ _Yes, Richards. But by the time you find out where I am, I am already long gone and this dimension I created goes kaboom."_ Goblin said.

"Did you think you could keep us away by running and hiding in another dimension like a coward?" Yang taunted the Goblin King.

 _"_ _Run? Hide? You're mistaken. We merely chose to leave that ignorant planet behind."_ Goblin told her.

"Whatever you say. Either way, you're toasted!" Mercury taunted him.

Goblin chuckles at his silly remark. _"Which one of us will be 'toasted?' Let us see…"_ Goblin replied to Mercury's comment. _"Defectives like you lot are not one of the chosen. Only we, who have evolved this far, may live in this new world!"_

"Gimme a break…This perfect world you and your goblins keep blabbering about doesn't even exist!" Zero spoke up from the side.

 _"_ _No, you're right. It doesn't. That is why I must destroy and rebuild the world from scratch to achieve such perfection."_ Goblin remarked, earning an angry growl from Zero. _"What I am offering to you all is salvation and perfect unity!"_

"The only thing you are offering us is hell!" Qrow said to the king.

 _"_ _You still don't have faith in me, do you? But what about these four, special individuals? They all have seen the light and seem to agree with me just fine."_ Goblin said mysteriously.

"Okay, I'll bite. Who are you talking about?" Spider-Man asked, not in the mood for any tricks but ask anyways.

The Goblin King grins at the Spider before summoning through four small portals behind him four other Spiders that have been infected along with their worlds: One of them is the Spider-Man from the year 2099, the other looks to be wearing clothing from the 1930s, one of the spiders appears to be a girl around Peter's age and wearing a costume similar to his, and the last one also appears to be a 17-year-old girl wearing a white hood and mask.

Seeing these four other Spiders from across time and space completely shocks the heroes, mostly Spider-Man. "No! The other Spiders!" He said as he stares at his multiversal legacy, all under Goblin's control.

"Goblin has them all under his control!" Scarlet Witch said.

"Other Spiders from across the time and space? Is this for real?" Cinder asked in surprise.

 _"_ _Ahahahaha! I've always wanted my own Spider Army! Though they still don't quite match up to the original. Don't you agree, Salem?"_ Goblin asked someone next to him.

"Salem?!" Ozpin asked in shocked.

Reaching out to his left, Goblin forcefully grabs a weaken Salem wearing a clown getup to embarrass her, shocking mostly Ozpin and Cinder that Goblin has his mortal enemy in his grasp, all beaten and weak.

"Salem!" Both Cinder and Ozpin shouted at the same time.

Both Hawkeye and Hulk laugh to see Salem wearing a clown costume. "Is that _seriously_ your world's most dangerous bad guy? She looks ridiculous!" Hawkeye said as he continues laughing, slowly annoying Salem that she has been reduced to a laughing stock.

 _"_ _Quiet, you worthless archer!"_ Salem insulted the bowman, only for Goblin to painfully smash her head to the ground below, causing everyone from the other line to shut up and look shock and horrified to how Goblin's treating her.

The Demon King then puts his boot on top of her head as she tries to get back up. _"Now, now, Salem. Is that anyway to speak to our friends? You need to be taught some manners, old hag. Perhaps a continuous 5-hour torture will do the job. If not, and assuming you don't die during the process, we'll start again and again until you learn to behave, like the good, little worm you are."_ He said before forcefully smashing her head to the ground again with his boot, not killing her, but definitely putting in the hurt.

"Goblin! That's enough!" Ozpin shouted at him.

"You've made your point, Osborn!" Captain America said.

 _"_ _What? So when you and the other heroes lock up us bad guys, you all start a party. But when one villain tortures another, you all had enough. I will never understand you heroes' morals."_ Goblin said, as twisted as he is, does have some point he's making.

 **BGM Ends**

"Goblin. Just what do you want?" Ironwood asked him, dead serious.

 _"_ _I have but one demand: Spider-Man, and he knows why! Part of his DNA flows through our veins! In fact, he is the reason we are here at all!"_ Goblin said, demanding to see Spider-Man.

"Awww. You went out of your way, to go this far, just to see little ol' me? I'm so touched, Normie. I promise to bring some punch when we meet, and I'm not talking about the drink." Spider-Man joked.

 **BGM-Dragon Ball Super OST-Regret**

 _"_ _Hehe. Good."_ Goblin said with a grin, kicking Salem away from the screen. _"You are just making this easier for me. Because Spider, I have some people here who have been DYING to see you again."_ He said to the webhead.

"Is it Santa Claus and the Tooth Fairy, because I've always wanted to meet them since I was a kid?" Spidey joked.

"You're kidding right?" Weiss asked since Spidey still believes in those two legends.

 _"_ _No. These two have a much more 'personal' connection to you. Tell me: Have you checked on your family recently, little Spider?"_ He asked Spider-Man that heart-wrenching question, getting Spider-Man's full and shocking attention. _"You've been trying to stop my plans for all this while that I don't think you've had the time to meet up with them lately. Well, don't worry. They're here. At the comfort of my Neo-Oz Carrier."_ Goblin takes a step to the right to show Spider-Man and the rest of the United Army Spidey's Aunt May and Mary Jane Watson, both who unconscious on the ground, leaving Spider-Man absolutely speechless.

"No. That…It can't be them?" Ruby turns to Yang and the other girls.

"Yeah, of course not. They're just like those LMDs from before…right?" Yang asked everyone else extremely unsure, but no one bothers answering her question.

Just then, Peter gets a call from inside his mask HUD and its revealed to be Anna Watson, Mary Jane's aunt. "Hello? Ms. Watson? What's wrong?" He starts conversing with the old lady through the line, with everyone, including the grinning Goblin, listening closely to what he is saying. "What?! Mary Jane hasn't come back home yet?! And Aunt May hasn't been returning your calls?!" He asked all these questions while angrily staring at Goblin dead set on his eyes. "Yeah…I'll call you back when I find something…Bye." He hangs up the call, and in just a flash, his mask eye lenses turn crimson red and silently growls in fury at Osborn, for he has crossed the line this time.

 _"_ _Hmm. I see a new clarity in your eyes. You are no longer troubled."_ Goblin calmly said to the silently angry Spider-Man from his Neo-Oz Carrier.

"WHAT YOU'VE DONE IS UNFORGIVABLE, GOBLIN!" Spider-Man shouts at him with full fury in his voice.

 _"_ _Spider…That look in your eyes makes me think you might be ready to face me. But this is only the beginning. Lookie what I have."_ Goblin summons a small device that has a needle to inject a person with the ISO-Oz formula, horrifying Spider-Man and the other heroes at what he might do as he walks over to the unconscious Aunt May and Mary Jane.

"Osborn! You wouldn't!?" Tony shouted at him, but the mad tyrant ignores him and uses his powers to mentally lift both women in the air.

 _"_ _Watch closely. This isn't something I normally show to a live audience."_ Goblin said as he prepares to inject the two with the Oz formula.

"NO! NORMAN! STOP! PLEASE!" Spider-Man pleads with the villain to stop before he does they think he might do, and he does. Goblin injects both Mary Jane and May Parker with his Oz formula, causing them to slowly change right in everyone's eyes, turning them into a huge, hairy, horned goblin-like creature, with Mary Jane's skin hair being pure red, and Aunt May's skin hair being pure white, both creatures roaring loudly from the other line.

 **BGM End**

 **BGM-Megaman X8 OST-Sigma Demo**

 _"_ _Say hello to the newest additions to my family: My Devil Goblins."_ Goblin introduced his newest monsters to the heroes, and a petrified Spider-Man. _"Like you, Spider-Man, they have evolved and been brought into the new family, our family, and we are just waiting for you to reunite with us on the Neo-Oz Carrier. Starting at noon tomorrow, my floating ship will be floating above the island of Vytal, where my first castle was built, while my armada brings destruction and chaos to both your worlds."_

"Noon?" Reed repeated.

"That means we only have an hour and fifteen minutes to stop him. That doesn't sound like a lot of time." Emerald said.

 _"_ _Yes. Now you fools know how much time you have left until the end of all existence is at a hand."_ Goblin said, taking another look at the petrified Spider-Man. _"Aww. What's wrong, Spider? Don't like how your new family looks? I'll make you a deal. You can still save them with that cure of yours, but only if YOU are the one to fight them. Only you. If I sense anyone else fighting them on your behalf, I'll make sure not even your cure will save them if they're dead."_ He said before he starts laughing manically.

 ** _"_** ** _Now that's just heartless. Not even WE would go that far to torture the Spider."_** Venom spoke up from his leaning position next to a wall.

Spider-Man is now just venting with anger. Anger that would make even the Hulk blush. He stares at Osborn with his glowing, red eyes as if he wants to kill him. He slowly takes a step forward to where the holographic screen is, sparking his red aura repeatedly to match his breath.

"Whoa! Whoa! Easy there, kid!" Hulk said, as both he, and even Red Hulk, hold him back by the arms before he does something reckless with his anger, but even with their incredible strength, they could barely keep the silent, deadly Spider-Man from moving any forward. "Whoa! I actually felt him move!" Hulk said.

"Crimey! Just how strong is this kid?!" Red Hulk asked, surprised on how strong a deadly serious Spider-Man could be.

"I…am going…to murder you." Spidey sinisterly said as he struggles to break free, surprising about half of the heroes from his sudden tone of voice and the words he spoke of. Even Cinder and her group are surprised to hear how angry and sinister Spider-Man has become.

 _"_ _Hehehe. Ignorant child. Have you forgotten I am immortal? I can never die again."_ Goblin reminded him. _"But at least this way I know you won't hold back during our final battle!"_

"You did all this just for that?!" Ozpin shouted in anger.

 _"_ _Yes, Ozpin. The boy has the abilities and potential to become like me if he keeps this up. This is my revenge for him destroying my family, and now it's payback time!"_ Goblin said with another cruel laugh, which really gets on Peter's nerves.

"You…you are just like Sigma. We'll teach you what happens when you mess with us!" Zero said, feeling bad for Spidey, and now wants to destroy Goblin even more.

 _"_ _I'm afraid not. Your worlds are under my control and the plan is entering its final stage."_ Goblin said to make them worry even more.

Spidey summons more of his strength to move forward, slowly dragging along both Hulk and Red Hulk together across the ground. "Hey! Slow down! Hulk!" Red shouted to his green buddy.

"Sorry, Spider." Hulk said to him before grabbing his head and smashing him to the ground, hard enough to knock him unconscious.

This sudden act really shocked the other heroes down to the core, to see that another one of their allies have to be forced to knock out the other one to calm him down. _"Hmph. Is this how you heroes treat one another? I am disgusted. The new world I will create will never have such in-fighting."_ Goblin insulted the heroes, receiving all their mean looks and Hulk's loud roars.

"Goblin. I promise you, you'll pay for what you've done. We won't rest until you have been taken down. Permantely." Captain America said to Osborn, staring deeply into his eyes with fury.

 _"_ _I would like to see you try, Captain, but I'm afraid this might be our last meeting."_ Goblin said with a grin on his face, not afraid of Steve's threats. _"Soon, everything my heart desires will be mine: Time, space, the mind, the soul, reality, POWER!_ _All will soon be mine to rule!"_ He begins to take a slow laugh until he goes all hysterical before shutting off the communications, leaving the heroes still very angry and furious for how far he went to mess with Spider-Man and his life.

 **BGM Ends**

* * *

 **A few minutes later inside the Tower**

After the meeting has been adjourned, everyone is preparing for endgame while Zero, Black Widow, and the Winter Solider transport themselves to the infected Abel City to get the tech needed to repair the devices that are essentially in stopping Goblin. While everyone else is busy, the girls of Team RWBYP are standing outside a bedroom, where Spider-Man is currently resting after Hulk was forced to know him out before he could go ballistic after finding out Goblin kidnapped his Aunt and friend.

While they wait patiently outside the bedroom, Hank McCoy walks out of the room. "Dr. McCoy! Is he gonna be okay?" Ruby urgently asked the beast doctor, worried on the condition of her friend/brother.

"Calm down, Ms. Rose. Spider-Man is fine. He only has a slight concussion, that's all. Knowing him, he might wake up in an hour or two. He just needs some rest, especially for what he's going through right now." Beast told the girls.

"Right. Thank you, doctor." Blake said.

"Your welcome. I'll see you girls later." Beast then parted ways with the girls to go help the other heroes.

"Oh Peter…" Ruby looks down to the floor, depressingly, with her older sister hugging her with one arm to comfort her.

"Is Spider-Man…gonna be alright?"

The girls turn to their left to surprisingly see Cinder Fall say those words as she stands a few feet from them. Weiss scoffs to see her standing close to them, "You…Why should YOU care? You're probably happy to have him like this. Heck, you might me happy when he might die against Goblin." She said to Cinder.

"Weiss…" Blake told her to stop talking since she accidently leaked out some important information.

"What are you talking about?" Cinder asked, wondering what she meant by Peter might die against Goblin.

"Well, someone told us that in the future Spider-Man might actually die during his final battle against Goblin." Ruby explained to Cinder, what Madame Web said to them.

"So it's some sort of prophecy that he's destined to die?" Cinder asked to make sure.

"Yeah, but to you it might be a dream come true. After all, you've been trying to kill us for all these months and planned to destroy our school. For all we know, you and Salem had something like this planned anyways." Yang said with a serious expression on her's and everyone else' face, since they still can't trust the woman who planned on making their life hell in the original future.

Cinder sighed before she starts talking to her untrusting allies. "Listen, I can understand why you don't trust me, and I don't care whether or not you do, but believe when I say, I don't want the Spider to die." She said, but it still doesn't change the intense look from all four girl's faces. "He saved my life despite us being enemies. He was there when he was nurturing me back to health, when no one else bothered to. He taught me lessons I might've not learned even from Salem." She then looks depressingly towards the wall where at the other side Spider-Man is resting. "It sounds weird, but whenever I'm around him, I feel…comfortable. Like I know what my true purpose in life is. And I can't find that true purpose if he's dead." She then looks back towards the other girls. "I don't want him to die any more than you do, and I don't want to see him suffer any more than he already has. So please, just this once, believe in what I say is true." She finished talking to the girls.

The girls exchange looks at each other for a few seconds before turning back to Cinder. "Well, if Spider-Man can somehow trust you, then I guess we can do." Ruby said to Cinder.

"For now any ways." Weiss added.

"Thank you, but now I think it's time you four trust yourself in telling the Spider about his destined demise." Cinder told them.

"We want to, but we don't know how he might react." Yang said to her.

Cinder lets out a small smile. "Trust me. I've been hanging out with the Spider every day for almost a month that I thought I would go insane at any moment. I'm sure he can take it in his own, 'unique' way." She said.

Ruby chuckled as she smiles. "Right." She said before knocking on Spider-Man's door and opening it slowly. "Hello? Spider-Man? Are you okay?" She asked as all five girls enter the bedroom, only to find it empty and the window opened.

"He's gone." Blake pointed out.

"Where would he go at a time like this?" Weiss asked the others.

"He's probably web swinging across the city to cool his head." Yang answered the heiress. "Come on. I think I might have a hunch where he might end up." She said as everyone follows her out the door.

* * *

 **On top of the Empire State Building**

On top of New York's biggest skyscraper, Spider-Man is seen talking with his best friend, Bruce the Stone Gargoyle, who can't hear or respond to whatever Spidey has to say to him. "Okay Bruce. Think. What's the best plan to take down a crazy, genetically enhanced, immortal, godlike madman who has the power to destroy worlds with a sneeze probably?" He asked his stone friend who can't hear him. "Punch him in the face? No, too direct. Make fun of his nose? No, that's dumb. Insult his hair? Wait, does he even have hair? Come on Bruce. Any ideas?" He asked the statue, with the sound of lull filling the air for a few seconds before someone talks. "Ah ha! Perfect! Great idea. I'll write that down." Spidey said while writing on his notebook.

While the joking webhead is busy writing to himself, he is completely unaware that five girls are standing behind him giggling. "Huh? Did you hear something Bruce?" Spidey asked his stone friend while looking around his area, with the last spot he checks is behind himself, as he is caught off-guard to find the rest of Team RWBYP and Cinder standing behind him on the roof, with all four girls now bursting in laughter to see him talking to a statue that can't hear him speak. Even Cinder can't help but laugh out loud, much to his displeasure.

"Ah! Bruce! Why didn't you tell me they were here already? I would've gotten prepared or something!" Spidey argued with his stone friend.

"Ah man! I thought you were kidding when you told us his best friend is a stone statue! That's so sad AND hilarious!" Weiss said to Yang as she continues laughing out loud.

"The hero of New York and Vale, talking to a statue. Why was I afraid of you again?" Cinder asked with a huge smile on her face, chuckling it up a few times as she does.

Spider-Man lets out an embarrassed chuckle as he scratches his left cheek. "So, uh, why are you girls here again while I was NOT talking to an inanimate object that can't hear or talk to me in any form?" He asked the girls.

"We just wanted to check on you if you were feeling okay." Blake responded.

"For the most part, I am, especially after destroying a few buildings that were set to be demolished anyways. Still, I am reserving most of my anger at Goblin tomorrow if I want to save my Aunt and MJ." Spidey said to the girls.

"That's nice to hear…" Ruby said before she and the other girls put up a frown, with Cinder being the only exception as she leans next to a wall with her arms crossed. "Um, Spidey. We have something we been wanting to tell you for a while." She said to the confused hero.

"You guys won the lottery and are only telling me about this now? I'm hurt." Spidey joked, getting a chuckle from his teammates.

"No, no. It's not that." Yang said with a smile.

"Oh. Well, what is it exactly?" Spidey asked them.

"Oh, um, well, how should we put this?" Weiss asked herself, trying to find the best way to explain to Peter about his destined demise.

"We were told by Madame Web that you will die during your final battle against Goblin." Blake just said it bluntly. "We've known about this for weeks but promised we shouldn't tell you since we know how much you're struggling already. We're sorry we've been keeping this a secret from you this entire time." She said, with the rest of the girls looking extremely depressed and filled with regret.

"Really? Is that all you girls have to say? Ah man, and here I am expecting some more dramatic like Jameson actually being nice to me. Now that would've totally surprise me." Spider-Man said so casually, despite being told he might die tomorrow.

All girls, except for a chuckling Cinder, are all shocked that he took that so well. "You're…not afraid?" Ruby asked the spider hero, confused on his happy-go lucky attitude.

"Of course I'm afraid. But I'll even be more afraid if I don't try to change a fate some lady in a weird chair predicted for me, not for myself." Spidey replied to her question, saying how he decides his own destiny and when it's his time to die. "I mean, there's nothing I'd like better than to not go into this big fight and just stay home reading books, but what I've learned is that what I do here matters. I can take whatever Goblin, or anyone else, throws at me and just laugh it off as usual. And that's just something I have to live with, even if it means I die with it. Though I really hope I don't die since I have a history project due next week and I haven't started on it lately." He joked while giving a great speech, getting a laugh from his friends.

"No matter what you're up against, you always seem to find a way to lighten the mood." Ruby said with a smile.

"Well it is one of my most charming personalities." Spider-Man said.

"Not to mention the most annoying." Weiss joked with a smirk.

"Aww, don't say that. I thought you said you like my jokes." Spider-Man said while putting an arm around her back.

"Only sometimes."

"That's not what you said, Ice Queen." Spidey teased while poking her nose.

"Stop it." Weiss slaps his finger away from her face, getting a laugh from her teammates.

"Heh. You truly are a mysterious person, Spider-Man." Cinder spoke up with a small smile on her face, still leaning next to the wall crossed armed.

"No. That would be Wolverine. Seriously, no matter how many times that guy takes a bath, he always smells like a dog who's been playing in the mud." Spidey joked, getting a chuckle from Cinder.

"I can image." Cinder said before turning her head to the webhead. "Hey. If it's alright with you, I want to join the team that's gonna raid Osborn's mothership." She said, surprising everyone else except for Spider-Man. "I've been out of the game for too long, and this is the perfect opportunity to stretch my legs while taking out the Goblin."

"Sure. You got yourself a deal." Spider-Man said, holding out his fist for a fist bump, with Cinder happily accepting with her own fist.

"We should head back and see what we can do to help." Ruby suggested.

"Your right. Let's go, Web Warriors!" Spidey said as they walk away from the roof.

"I told you stop calling us that!" Weiss said, annoyed.

* * *

 **Remnant, City of Vale**

Later on in that day, all the heroes and Huntsmen, even their respective militaries are evacuating each major city in each kingdom, to a safe zone somewhere else in the kingdom so they won't get caught in the huge battle that will decide the fate of their planet tomorrow. While most of the heroes are transporting the civilians to the safe zone, Spider-Man, Blake and her family are reuniting with the Burnsides, the Belladonnas' old family friends.

"It's nice to see you again, Ben." Ghira greeted his old friend, Ben Burnside, shaking his hand as it has been a long time since they last met.

"Nice to see you too, Ghira. You definitely put off a lot of weight since the last time we met." Ben joked, causing the two, old friends to laugh together.

"Same old, same old with them." Kali said to May.

"Some things never change." May responded, with the two women giggling at their respective husbands. May then turns to Blake standing right next to Spider-Man. "Hello Blake. You've grown to such a beautiful young woman since the last time I saw you." She complemented Blake, causing her to blush.

"Thank you for the complement, Mrs. Burnside." Blake said before turning to Peter. "These two really do look like your aunt and uncle." She whispered to him.

"Yeah. I was shocked too when I first met them." Spidey whispered back to her.

"Well we should start leaving soon. Our transport about to take off at any moment." Ben said to his friends as he and his wife get a hold of their bags. "We wish you all the best of luck. Just try not to make a mess of the city. I still haven't paid for the house bill this month." He joked.

"We'll try, Mr. Burnside. Take care." Spidey said, with he and the Belladonnas waving bye to the Burnsides as they leave to a safe zone. "Okay. I'm gonna be needed somewhere else in the city. I'll see you three later." He said to the Belladonnas.

"Alright. I need to go back to Menagerie and get the other Faunus ready for battle." Ghira said to Spidey.

"We'll see you later, Peter." Kali said.

"Take care, brother." Blake waved to Peter before he swings through the city to help with the other evacuation sites.

As he webs swing through Vale to help out with evacuation, Spider-Man spots Professor Ozpin standing on top of a nearby rooftop while overseeing an airship about to take off outside the city. "Yo, Old Ozzy!" Spidey shouted, getting the Professor's attention as he lands right next to him.

"Oh, Peter. Nice to see you are okay." Ozpin greeted the webhead.

"Heh. It's gonna take a lot more than what Goblin did to put me down forever. The only thing he done is make me more anxious for our last fight." Spider-Man said all confident, looking forward to tomorrow to save his family and stop Goblin.

"Glad to see you are still optimist even after everything I put you through." Ozpin said with a frown on his face, as he feels responsible for Goblin to getting this far in power with the maidens' power, power that he was the one who gave the original four so long ago.

"What? You mean how you were the one who gave the original maidens their power and how you are like 1000-years-old and have been in a constant war with Salem all this time and how you were cursed by the gods for failing to stop her in the first place so now your soul has to reincarnate like every year or so?" Spider-Man pretty much gave a summary of Ozpin's life in a nutshell.

"H-How did you know about all that?" Ozpin asked, as Peter was pretty much on the nose with his decent summary of his past.

 ** _"_** ** _I told him."_** Ero said, forming from thousands of mini spiders to talk to Ozpin in physical form.

"Your…The Other. Right. That's how you knew." Ozpin said, now understanding the situation.

"Yup." Spider-Man casually replied.

Ozpin sighed as he walks around the rooftop with his cane. "Yes. It's all my fault that most of what's happening in our worlds is because of my existence. I have made a lot of mistakes. For thousands of years, I've walked the surface of Remnant, living, dying, and reincarnating in the body of a like-minded soul. So as you can guess, this isn't my first form, and I doubt it'll be my last."

"So you are like the combination of countless men in this world, trying to protect it from the likes of Salem." Spider-Man said.

 ** _"_** ** _But that was only possible because he was cursed by the gods because he failed to stop the witch in the past."_** Ero continued from where Peter left off.

"You two know me so well." Ozpin said to the man and his spider.

"Well we do share some similarities: Like how me and Ero's souls have become one. We both have arch-enemies who deeply hates us and wants to destroy the world, though I think we can both agree Goblin is MUCH more dangerous than Salem could ever be." Spider-Man said to Ozpin.

"I agree with that." Ozpin said.

"And we both are cursed by fate or some cosmic entity in the universe. But that only depends if YOU yourself sees that as a curse." Spider-Man said, getting an interest from Ozpin. "Ever since I first got my powers, I HATED how much my life absolutely changed into complete despair because the people I love are always caught in the crossfire, no matter how much I try to prevent it. But slowly I started to see them as a gift, a gift to always push pass my despair and continue being a 'beacon of hope' for the world. If you get what I'm saying." He said to the professor.

"So you're saying that my curse is actually a gift?" Ozpin asked the Spider to make sure.

"Of course! I mean, if you weren't here today, I probably would've never been accepted to Beacon and met Ruby and the others. It's because of you we've gotten stronger, strong enough to take on anybody like Salem and Goblin." Spidey said to the century-year old Professor, getting a smile from him.

"You really do have a way with words. You're even more wiser than me despite being so young." Ozpin said to the boy hero.

 ** _"_** ** _It doesn't matter if you are young or old. As long as one understands their own heart, they understand all life."_** Ero said, earning an agreeable nod from Ozpin.

"I agree. So, Peter, if I may ask, I want to accompany you to Osborn's Neo-Oz Carrier tomorrow. I've learned that I can't accomplish nothing if I don't do anything. It's my responsibility that Osborn gain such power, so it's my job to stop him at any cost." Ozpin ask Peter to allow him to join him in the raid.

"No." Spidey casually replied to the Professor.

"No? What do you mean 'no'?" Ozpin asked, wondering why Peter won't allow him to join him in the final battle.

"Oz, don't lie to yourself. You're not as strong as you once were all those years ago when you gave so much of your magic to the original maidens. You're not in prime condition for this kind of fight." Spider-Man said his reasons to Ozpin on why he shouldn't come to the raid tomorrow. "Your responsibility right now is to protect Beacon at all cost. Leave Goblin and Salem to the new generation, okay Ozzy?" He asked the old timer.

Ozpin sighs as Peter makes a good point. "I understand. I would probably be more of a detriment than assistance to tomorrow's battle. Just promise me you'll be okay."

"Of course." Spidey gives him a comforting thumbs up, reassuring Ozpin to the point he smiles.

* * *

 **Beacon Amphitheater (Day of Reckoning) (1 hour before the invasion) (2 and 15 minutes until reality completely shatters)**

This is it. The Day of Reckoning has arrived. The day that decides the fate of all worlds. Most major cities in Remnant have been completely evacuated of people since they are all in some safe zones somewhere in each kingdom, leaving the cities as the heroes and villains battlegrounds, with S.H.I.E.L.D. agents and their mechs standing alongside their Remnant counterparts, with dozens of Helicarriers and Atlesian airships floating above the skies of each world, waiting patiently for the next hour to come.

Inside the Beacon Amphitheater, all of Beacon's students, as well as the students from the other kingdoms watching from the holographic screens, are inside waiting for their leaders and commanders to give one final speech before they head out to battle.

"Do I really have to make the big speech, Cap? I'm not as good as you when it comes to inspire others with my words. Only angering them." Spidey said to Captain America on stage, a minute before they begin talking.

"You're the headmaster of Avengers Academy, remember? You've been in their shoes countless of times before. They'll listen to you." Steve said to encourage Spidey to give an inspiring speech to the other students.

"If you say so." Spidey said as everyone in the giant circular room goes quiet so they can hear Ozpin about to speak to them.

"You are all Remnant's and Earth's mightiest heroes. As you might already know, the end of the world will be here in the next hour, and it's our job to stop it, so we'll make this quick." Ozpin started off the massive, inspiring speech, with Cap walking up behind him with a pat on his left shoulder as he continues off where he left off.

"You've all fought well, and with honor. We've lost allies, and friends. No one could ask any more of you…and yet I must." Cap said with his inspiring words of hope to the students and other heroes. "The Goblin King has almost everything he wants: Complete and total control of our reality. We have an ingenious plan to stop that from happening, but if we're to have that plan succeed, stop the Goblin King, we all need to work together! Humans, Mutants, Faunus, even androids. We all live in this world as one, so now we must work as one if we want to have a best bet in beating Goblin." Cap said before stepping aside to have Spider-Man finish the speech.

"I know all of you here are afraid. Afraid of what the future of this battle might unfold. Trust me, I've been there, many times actually. Out of all the heroes on Earth, I'm one of the youngest, and I've experienced true fear dead center in the face multiple, multiple times. But no matter how much I want to, I never gave in to that fear, because I know what I do makes a difference, no matter how miniscule it is. This is our moment to shine everyone! To show guys like Goblin that no matter how afraid we are, no matter if all seems hopeless, we always move forward, that we should never give up and keep on fighting, all while making a joke and simply having fun! So let's join forces and save our worlds, so we can see the bright, new tomorrow together!" Spider-Man finished the speech, getting a loud cheer from pretty much everyone in the world of Remnant who was listening to his awe-inspiring words.

"Not bad." Cap said to Peter with a smile.

"Whew. I'm beat. Who knew making long and inspiring speeches could drain the life out of you." Spidey said to Steve.

"You'll get used to it."

"Nah. I rather leave that to you from now on." Peter replied, causing Steve to chuckle.

"Well, in any case, go get ready."

"Sir, yes sir."

* * *

 **Neo-Oz Carrier (1 minute until the invasion begins) (About 1 hour and 15 minutes until reality shatters)**

 **BGM-Spider-Man (Movie Game) OST-The Green Goblin**

Inside the main control bridge of the massive, city-like length battleship, the Neo-Oz Carrier, where a dozen of his forces are commanding the massive ship, the Syn Goblin King is seating on the big chair, with his infected Spider Army and Peter's infected family standing on each side.

 _"_ _My King, is it time?"_ Madame Viper calls the Goblin King from the ship's communications.

 _"_ _We are about ready to start the onslaught."_ M.O.D.O.K. said from another comm.

The Goblin sinisterly chuckles as he raises his right palm straight into the air. **_"Heroes of both dimensions…Welcome to mine."_** He then makes a slashing motion with his right palm. **_"Go. Show them what've I've made of you, and make them regret for ever defying me."_** He commanded all of his forces to attack as noon has just struck.

With the hatred-fueled power of his ISO-Oz Sapphire, Goblin teleports his flagship and the rest of his massive armada from his pocket dimension and onto both Earth and Remnant by warping time and space, destroying his pocket dimension in the process. While his Neo-Oz Carrier floats above the small island of Vytal, the rest of his heavily armed fleet, composed of hundreds of Hellcarriers, starting attacking all across each world, sending out fighter jets to the sky, releasing hundreds of bombs, Hydra-Bots, Goblin Grimm and Kingslayers to the cities below to destroy everything in sight.

The United Army makes their stand as the likes of S.H.I.E.L.D., the Atlesian Military, even the cured White Fang start fighting all of Goblin's forces on both the ground and the sky, giving it everything they got in their disposal to take down the Goblin Nation once and for all, but the only way to truly beat them is by stopping the Goblin King and his city-wide flagship.

 **BGM End**

* * *

 **Beacon Academy**

Before they could go into battle, the girls of Team RWBYP are seen talking to their parents in the dorm halls, where they reveal a shocking secret to the adults, well, mostly Taiyang and Jacques, as Ghira and Kali are already aware of the secret.

"Wait. Hold on. PETER was Spider-Man?! All this time?!" Taiyang asked in utter surprise to his children.

"Yup." Yang casually replied to her dad.

"That explains so much." Jacques said before looking depress. "And to think, in such a short amount of time, he has suffered more than anyone else in Remnant. And now he's risking his own life to save us and his family from Goblin."

"That's pretty much describes Peter in a nutshell." Weiss said.

"And now it's up to you four to protect him at all cost. We all owe it to him." Ghira said to the children.

"We will, dad." Blake promised him.

All four girls take the time to hug their parents, as who knows what might happen after today. "Take care, Blake." Kali said to her daughter.

"I will." Blake replied, staying strong.

"How about after this is all over, we all take a nice vacation together, as a family?" Jacques said to her daughter.

"That would be nice, dad." Weiss said to her father.

Taiyang ruffles his two daughters' hairs while Zwei barks at them loudly. "Make me proud girls! Give Goblin what's coming to him!" He encouraged the girls.

"You got it dad!" Ruby said before she and Yang hug him for a heart-warming moment before letting him go. "Well, we're off!" Ruby said as all girls gives their parents a thumbs up before they go outside to meet with the other heroes.

* * *

Out in the courtyard of the campus, dozens of Huntsmen and heroes are taking transport to the battle in Vale, to help out the united military with the Goblin Nation. Academy students like Team SSSN, CFVY, ABRN, and FNKI are all about to either take off for the city or staying at Beacon to protect it, as the Academy's new defenses and weapons powers up.

Cinder is seen watching on the edge of the school, looking at the faraway battle with disgust on how far Goblin will go to accomplish his plans.

"Yo Cinder…"

Cinder turns her attention to Mercury and Emerald, who are about to take off in helping the rest of the united heroes fight the Goblin Nation. "I see you two are about ready to leave?" Cinder asked her disciples as she walks up to them.

"Yeah. Sorry we won't come with you on your mission against Goblin's main flagship." Emerald apologized to her leader.

 ** _"_** ** _Don't worry, kids. Cinder's in good hands."_**

Cinder's faction turns around to meet some of Cinder's new teammates for the upcoming mission, which consist of Venom, Black Cat, and llia. "I think I'll manage." Cinder said as her new teammates walk up to them.

"Okay, Emerald Thief, let's make this battle as a test to see who is the ultimate thief in both our universes." Black Cat said to Emerald with a sly smile.

"Bring it on, Black Cat." Emerald retorted with a confident smirk.

"Don't forget these on your way out." Black Cat tosses back Emerald's weapons and wallet, something the Emerald Thief had no idea she took from her, angering her, but also encouraging her to do better.

"How long until we leave?" Cinder asked llia.

"When everyone is here and accounted for." Llia points the former master of the fall maiden's power to the rest of the team who's joining them on this important mission: Team JNPR, Hawkeye, Black Widow, Nick Fury, the Winter Solider, Ryu, Captain Marvel, Nova, Gamora, Rocket Raccoon, Red Hulk and Zero. "The only ones left accounted for are Spider-Man and Team RWBYP." Llia finished.

 ** _"_** ** _Of course it's like the Spider to arrive late. We look forward to annoying him during the trip."_** Venom said while sticking out his venomous tongue.

"Make that two of us." Cinder said with a smile.

 ** _"_** ** _Oh yeah."_** Venom likes her attitude, so the two anti-heroes high five each other in agreement.

 **"** **Ah great. I see you two are becoming quick friends."**

Venom, Cinder, and llia turn around to see the armored up Spider-Man walking towards their general location. **_"Fancy suit, Spider. You must be EXPECTING a butt-whooping if you're going out like that."_** Venom joked.

 **"** **Well when you're going up against a baddie that can control the universe, I like going in well-equipped. Which reminds me…"** Spider-Man materializes a pair of energy blades from his Webware into his hands. **"Here."** He tosses the weapons right into Cinder's hands.

"What are these?" Cinder asked while taking a deep look at them.

 **"** **New blades I made for ya. Powered up by some fiery ISO-8, which can also allow them to transform into an energy gun or a bow."** Spider-Man explained the new weapons to Cinder, who presses a button on each of them that sets them on fire.

"Ooooo…" Cinder said in delight in her new weapons.

 **"** **These should make up for your non-existent maiden powers, am I right?"** Spidey asked her.

"You made these just for me?" Cinder asked, still in slight surprise that Peter would actually give her weapons that she might use to betray him one day once this war is over.

 **"** **Of course. You want revenge against Goblin, right? You're gonna need to be at the best of your game if you want to stand a chance against him."** Spidey explained himself to her.

Cinder looks at her new weapons one more time before turning off the fire blades and puts them away with a smile on her face. "Thank you, Spider-Man." She showed her nice side to Peter once again.

"Awww. So Cinder really does have a nice side." Mercury playfully teased her leader, receiving a boot to one of his mechanical feet, causing him to jump up and down in pain, much to Emerald's delight.

 **BGM-Captain America Civil War OST-Making Amends**

"Spider-Man!"

Spider-Man turns around to where that familiar voice is coming from and finds the rest of his teammates, Team RWBYP (who are now wearing their superhero costumes), running up to the team that's about to raid Goblin's main battleship, with Captain America, Hulk, Thor, and War Machine slowly walk up to meet with them, along with Ozpin, Glynda, and Ironwood as well.

"Perfect. We're all here. Let's not waste any more time, people. We must strike now, before Goblin activates his device, before all of our reality as we know it forever change." Nick Fury said before he heads off to get the Quinjet ready for departure.

"Understand, while Iron Man and the rest finishes the devices, you all must try your best to hold off Goblin as much as possible." Captain America said to the other heroes that are about to depart.

"In the meantime, we'll have fun with his pawns here." Hulk said.

 **"** **Make sure you leave some for us big guy."** Rhodey said to the green goliath.

"We will be praying for your swift and illustrious victory." Thor Odinson said to them.

"Thanks Thor." Jaune said.

"Take care and good luck." Ironwood said.

"Stay safe." Glynda warned them of their safety.

"This mission will decide the fate of our worlds. If you fail…" Ozpin said, looking a little depressive.

"Like that's gonna happen." Red Hulk said.

"Yeah. I got these new ISO arrows that I've been saving just for Goblin." Hawkeye said.

"And I've upgraded my saber just for this very day." Zero said, showing off his new purple Z-Saber.

"We'll rescue your family, Spider-Man." Ryu said to the webhead.

"You can count on us." Gamora added.

"You know, that is assuming reality doesn't end by then. But no pressure, right?" Rocket joked.

 **"** **Everyone…"** Spider-Man looks in happiness to his friends, allies, even his arch-rivals like Venom and Cinder, all give him a reassuring nod that everything will work out in the end.

"Go get them Spidey!"

"Kick Goblin's butt!" Is what the other academy kids are heard cheering on Peter, further boosting his confidence that they will win.

Ruby puts on her hood and walks up to Spider-Man with a smile on her face. "Ready to do this, bro?" She raises her fist towards Peter.

Peter takes a quick glance to his friends over at Team RWBYP, who all three girls give him a warm and comforting smile from their faces. With full confidence now flowing through his heart and soul, Peter smiles behind his mask. **"Yeah…ready."** He gives Ruby a full fist bump filled with his own spirit, and as he does, he instantly transforms into his Black Ace Spider Form, getting an awe from half the crowd.

Black Ace Spider-Man turns around with a serious expression, staring off into the dark and stormy distance and is able to see Goblin's battleship as clear as day. **_"Alright! Let's do this!"_** He said to everyone in the courtyard.

"YEAH!" Everyone else replied, ready to take back their worlds from Goblin and his forces once and for all.

 **BGM Ends**

* * *

 **On board the Neo-Oz Carrier**

 **BGM-Megaman: Maverick Hunter X OST-Sigma Transforms**

While standing at the very top of his magnificent battleship, the Syn Goblin King is staring in delight at all the chaos and destruction he and his nation are doing to both worlds while the wind blows to his face, with a trapped Salem in an indestructible energy bubble next to him as he continues to relish in the carnage.

 ** _"_** ** _Take a good look, Salem."_** Goblin started speaking to the weakened witch of darkness. ** _"I'm about to accomplish what you could never do in your lifetime: Destroying the world and its inhabitants, but instead of leaving it to waste and rot, I am about to usher it all into a new age. I am practically your successor…your superior…from across time and space."_**

Goblin then starts laughing manically as he continues talking while gesturing his arms madly in the air. **_"Come and get me, Spider-Man! The time has come to prove your mettle against me! This fight will decide the fate of ALL worlds! We will finally figure out who is the ultimate, superior life form in the universe! NOTHING CAN STOP ME NOW! NOTHING!"_** He loudly proclaimed before he goes back into his insane and hysterical laughters, all while Salem watches him in disgust and with fear in her eyes, no matter how much she tries to hide it.

 **BGM Ends**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. My god. Look at this place. This ship is huge. It's almost like running around a floating city. But no time for sight-seeing. I've got to find Aunt May and MJ and fast. They have to be somewhere on this ship. Oh Goblin, once I get my hands on you, you'll be sorry for ever messing with me, or any of my friends and family.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Day of Reckoning (Part 1)- All Out War_**

 **Deadpool: Hey guys! Guess who's going to make a cameo appearance next chapter?**

 **Spider-Man: Oh for the love of god. Why is he here?**

* * *

 **KFX here: The Day of Reckoning has arrived in the form of a multi-parter. Big battles headed your way. And yes, by popular demand, Deadpool will appear next chapter as a short cameo, since I wasn't going to include him originally, but since Disney bought FOX recently, this is my gift to you readers. So, tell me your favorite part of this chapter, and what do you look forward to in the last few chapters?**


	79. Vol 3 Issue 22: Day of Reckoning(Part 1)

_Vol 3 Issue 22: Day of Reckoning (Part 1)-All Out War_

 **Universe-000**

In the home world that contains the Web of Life and Destiny, the current protector of the Great Web, the Master Weaver, and the controller of the mystic forces in the multiverse, the Gatekeeper, are seen watching the massive war that encompassing both the worlds of Earth-616 and Remnant from the strands of the Great Web. All available heroes and Huntsmen are working together on both worlds, performing their very best to fend of Goblin's forces from every city, state, country, you name it. Even the White House is under attack as well, with S.H.I.E.L.D. and the Atlesian Military using all their available resources to make sure that sacred building doesn't get destroyed.

 ** _"The heroes are performing valiantly. Even against Goblin's ever-evolving forces, they still put up quite a fight."_** The Gatekeeper said to the Master Weaver.

 _"Indeed. But…I fear this is only the beginning. If they do not stop Goblin and save all of reality, everything will be forever changed. Not even the power of the Great Web will be enough to stop that calamity from happening."_ The Master Weaver said while he crawls along the Web of Life with his mechanical legs. _"Our only hope, now rest in the hearts of Spider-Man and all of his friends from across the multiverse. Only they have the power to save us now. If they fail, then our world as we know will cease to exist."_ He said, as he and the Gatekeeper turns their attention to a strand where it shows Spider-Man and his friends about to raid Osborn's main flagship.

* * *

 **Above the Island of Vytal (1 hour and 13 minutes left until Reality ends)**

 **BGM-Sonic: After the Sequel OST-We're Going Deep, and We're Going Hard**

Right around the stratosphere above the island, the enormous Neo-Oz Carrier is seen hovering in place, slowly approaching Vale alongside its vast armada full of Hellcarriers and fighter jets.

To combat this massive armada, the United Heroes brings out their big guns: a couple of heavily-armed Helicarriers and Atlesian ships, alongside their own vast armada, all being led by Black Ace Spider-Man, Captain Marvel, and Nova, flying by some of each worlds' mightiest heroes riding a Quinjet, driven at top speed by Nick Fury as they approach the enemy forces.

"We're approaching the Neo-Oz Carrier! Have all weapons ready to fire!" Black Widow said to the other heroes from the cockpit, getting them ready to uphold the defenses and weapons.

"All weapons are prime and online!" Winter Soldier said to her.

"Shields are up and running at 200%!" Ren said from a control panel.

"Whoa! Is that seriously the Neo-Oz Carrier?" Nora pointed out the giant ship as they approach it. "It's huge!"

"No kidding! That's the biggest ship I've ever seen!" Red Hulk agreed with her.

"Forget a ship! That's a floating city! It's probably bigger than Vale itself!" Yang said to everyone, completely stunned by the flagship's gigantic appearance.

 ** _"Well someone's been busy in the Negative Zone."_** Venom said.

"All ships, provide backup for us! Draw the enemy's attention and shield us from damage!" Nick Fury commanded the fleet while driving the Quinjet.

"Spider-Man! Are you and the other two ready?" Ruby communicated Spidey, Nova, and Captain Marvel with her Webware.

 ** _"Yeah. Let's go!"_** Spidey said from outside the Quinjet, powering up his wings as they all fly at top speed towards the enemy armada.

 **BGM Ends**

 **BGM-Sonic: After the Sequel OST-No Longer Alone - For Storm Station Act 1**

Both sides immediately fire all of their powerful and devastating weapons at each other's armada, along with the thousands of fighter jets dog fighting in the sky, causing multiple explosions to envelop the entire sky above the island of Vytal. During the great battle, the Neo-Oz Carrier turns on their indestructible force field around the entire floating city, countering every attack with powerful laser shots and countless heat-seeking missiles.

"The enemy ship has powered up their shield and countering with excessive force! It's unbreakable!" Cinder informed everyone from the cockpit.

 _"Do you know any way to disable it?"_ Captain Marvel asked her from outside the Quinjet.

"I'm detecting four generators all around the ship powering up the shield! If we destroy those, it should bring the shield down!" She replied.

"We got it!" Nova said, with the three flyers move at high speed to find the generators powering up the force field.

"All hands, maintain altitude and assemble a tight formation! Spider-Man's team is our last hope! We have to protect them!" A S.H.I.E.L.D. agent commanding one of the ships encourage the others to protect Spidey's team at all cost.

Black Ace Spider-Man flies to where the first shield generator is located at the side of the massive ship. He dodges and cuts through all missiles and lasers with little effort before landing on top of one of the enemy fighter ships, attaching a web line to the flagship so he could direct the fighter ship towards the generator, blowing it up completely.

 ** _"First generator is down. How are you all doing?"_** Spider-Man asked his allies before he flies off to take down some of the airborne fighters and incoming Goblin Nevermores.

Captain Marvel blasts through numerous of fighter jets with ease before arriving at the second shield generator and blast that to pieces as well. "Fine, but these jets and Grimm are really getting on my nerves!" Carol said before annoyingly turning around to blast down more enemy forces.

"A huge enemy force is closing fast! We're falling under attack!" One of the Atlesian Captains said from his airship as he takes serious fire from Grimm and the other Hellcarriers.

"Keep an eye on them, captain! Don't let them get near! Every second we can buy for the heroes counts!" Another S.H.I.E.L.D. agent encourages him to not give up for the heroes.

During the commotion, Nova blitz through the Grimm and fighter jets like a human rocket while also destroying the third generator in the process. "Third generator's down! Where's the last one?" He asked his comrades.

"Don't worry, Nova! We're closing in on it as we speak!" Gamora said while firing the Quinjet's weapons at the enemy forces about to attack them.

On top of the Quinjet, Zero, Weiss, and Red Hulk attack the enemies that are about to approach them with a Z-Buster shot, Dust, and simply punching them respectively. "I see it!" Weiss points to the final shield generator.

"Alright! Give it everything you've got!" Zero shouted as the two of them combine their attacks onto the generator, with Red Hulk being the one to finish it with a huge lunge straight through the generator.

Now with the final generator destroyed, the force field surrounding the floating city ship dissolves, leaving the United forces to finally give it the beating it deserves, that is until a giant dragon that resembles a cross between a Grimm and a goblin appears out of nowhere and starts wrecking most of the heroes' armada.

"It's the Shadow Goblin Dragon!" Blake informed everyone, surprised to see that thing still alive after it was destroyed weeks ago back in Vale.

"Goblin must have brought it back to life!" Pyrrha said.

Using a fiery mouth blast, the Shadow Goblin Dragon manages to critically damage most of the Helicarriers and Atlesian Ships in the bleak sky. "Ship 3 took a direct hit to the bridge! They're falling back! Ship 7 has been crippled by heavy fire!" One of the other S.H.I.E.L.D. agents informed everyone who is listening.

"Evacuate the flagship! All hands, retreat for now! Sorry, Spider-Man. We've done all we can. Good luck out there!" One of the Atlesian Captains apologized to the webhead.

 ** _"You did plenty already! Leave the rest to us!"_** Spider-Man replied to the captain before he and the other heroes regroup with each other. **_"Nova! Captain Marvel! Let's combine our attacks towards a singular point!"_** He said to the cosmic heroes.

"Got it!" They both said in unison. All three heroes unleash all their power at once, swirling around each other to form a three-person colored missile as they approach the Goblin Dragon, reaching at light-speed at the same time, drilling through the giant monster's chest, piercing through it and destroying it before it can cause any more trouble.

"Ah ha! They did it!" Rocket said happy from inside the Quinjet.

"Alright! That's how you get it done!" Hawkeye said.

"No time to celebrate. Let's take you guys somewhere safe above the ship so you can be dropped off and finish the mission." Fury said to the others.

"Agreed, Director Fury." Ryu said as all heroes fly somewhere at the edge of the massive floating city, with Black Cat opening up the hanger doors at the back of the Quinjet, with all heroes ready to drop off

"We'll continue the assault in your absence. Good luck in there!" Fury said as the heroes jump from the Quinjet and land right somewhere in the floating city, filled with Goblin's face and statues all around a city that looks like a twisted fusion of Manhattan and Vale. Nova, Captain Marvel, and Spider-Man are seen arriving with them at the same time, with Spidey having to disable his finalized form to save power for his eventual fight with Goblin.

 **BGM End**

 **"Someone yell for some Kool-Aid?"** Spidey joked while they all make a pose and having their weapons out and ready for battle.

"What?!" All heroes asked him in confusion from that joke.

"What the hell are you talking about?" Red Hulk asked the webhead.

 **"I'm just amusing myself. Don't worry about it."** Spider-Man replied.

 _"Heroes, you've arrived, as I foretold!"_ The Goblin King said from the city's loudspeaker, getting their attention. _"Have you come to witness the rebirth of an entire multiverse…?"_ The United Heroes then spot countless ground enemy forces comprised of Goblin robots, infected human and Faunus soldiers, and Goblin Grimm approaching them slowly. _"Or have you come to seek your own destruction?"_ He asked.

"Go to hell." Cinder said, having enough of Goblin's new world speeches.

"Let's take these guys down!" llia said, getting her whip ready for battle.

"I'm game!" Black Cat agreed, getting her own whip out for battle.

 ** _"All will fall before us!"_** Venom roared as the rest of the heroes get ready for one of their many big battles for the next hour.

* * *

 **City of Vale**

 **BGM-Sonic Forces OST-Mortar Canyon**

While Spider-Man's team leads the charge against the Neo-Oz Carrier, Captain America leads his own team consist of Earth's heroes and Remnant's huntsmen against the ground forces of Goblin's empire all across the city, with destruction and mayhem happening in every block.

Captain America throws his indestructible shield to a horde of Grimm and infected Hydra soldiers, knocking them all down in rapid succession before it flies back to his hand. "All teams! Engage! Go, go, go!" He shouted to all of his allies on ground.

The Incredible Hulk and a couple of Paladin Hulkbuster units lunges at one of the massive Hydra-Bots attacking the city, destroying its head and causing it to tower down to the ground.

The Mighty Thor is seen in the air, summoning all of his lightning to strike down numerous enemy forces on both the ground and in the air. "Ah ha! This is fun! Come at me, followers of Goblin, and prepare to meet your end! BLOW, MIGHTY NORTH WIND!" He summons a massive tornado to blow away many of the goblins in the city.

 **"Leave some for me, Thor!"** War Machine shouted, firing all of his suits weapons at numerous other goblins and their machines, blowing them sky high. He then spots a few of the flying Ultron Sentries heading to Beacon. **"Oh no! I didn't say you could leave! War Machine coming at you!"** He fires his shoulder mounted minigun at the Ultron Sentries, destroying them into tiny bits.

Sun, Neptune, and the rest of their teammates are going all out against the Ultron Sentries and infected White Fang members with some slick teamwork action.

The members of Team CFVY also bring out their A-game when they confront two Kingslayer mechs. "Well, I guess now's a better time than any. Velvet!" Coco calls to their resident faunus team member.

"Really?" Velvet asked her, excited for what's to come.

"Just make them count." Coco said, with Velvet nodding in response.

With her weapon, Velvet begins to replicate Crescent Rose, as she imitates Ruby's overhead spin, landing on top of the Kingslayer as she dodges its cannon fire. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with the Ember Celica imitation. Once after she lands a few shots, she slides under the Slayer's fist, similar to Blake as she uses the Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Kingslayer by lopping off its hand, and jabbing it in the head with the cleaver.

Before it can react, it is immediately peppered with imitation bullets, thanks to copying Coco's minigun. As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang as a reference, as she lands another few hits while landing a downward blow from above with a copy of Magnhild, severing a limb.

Just as the first Kingslayer attempts to recover, Ghost Rider rides from top of a rooftop with his hellcycle and slashes it down with his fire-enhanced chains while Velvet finishes off the other Slayer by copying Penny's swords and beam blast.

"Nice." Velvet said with a smile.

 ** _"No time to celebrate. We have more incoming."_** Ghost rider said to her as they, and the rest of Team CFVY encounter even more enemy reinforcements.

After taking down more Grimm and Goblin Guard robots, Cap reaches out to his Avengers I.D. card to speak with the other heroes around the world. "Everyone! What's your status?" He asked his fellow heroes.

 _"Enemy forces are pinning us down here at Mistral!"_ Jessica Drew's Spider-Woman informed Cap on the situation.

 _"Same thing here at Atlas!"_ She Hulk said.

 _"Vacuo is also taking heavy fire!"_ Black Panther added.

 _"Captain! They just keep coming!"_ Cyclops said from Menagerie.

"Just hold on a little longer! Reinforcements are coming your way!" Steve said before hanging up the call and rejoins with the other heroes there in Vale to continue protecting the city.

 **BGM End**

* * *

Somewhere else in amidst the chaos in Vale, Akuma is easily taking down numerous goblin forces with his superior and harsh fighting style, with none of the goons helping him to break a sweat. Before a Kingslayer could lock on and attack the demon with its cannon from behind, a mysterious, but familiar looking sword slices through the energy reactor, causing it to explode.

"I didn't need your help, woman." The stoic Akuma said before turning around to meet with Raven Branwen and her smile.

"Not from where I was standing." She said to the demon fighter.

"Why are you here?" Akuma asked her.

"I thought I tour around the city while it's in flames. Take down a few goblins while the rest of my tribe are helping out the resistance over at Mistral." Raven said while walking up to Akuma.

 **BGM-Marvel vs. Capcom Infinite OST-Battle Theme #1**

While they were talking, the two anti-heroes notice more enemy reinforcements surrounding them in a circle, prompting those two to get ready for a big fight. "Hope you have improved since the last time we met." Akuma said to the Branwen woman behind his back.

"Trust me. You haven't seen nothing." Raven said, holding out a red ISO-8 crystal with her hand, with the two warriors letting out a battle cry as they start fighting against the enemy forces.

* * *

 **Back onboard the Neo-Oz Carrier**

The team led by Spider-Man continue with their fight against the Goblin's Army on board the massive, floating city above the island of Vytal. The members of Team JNPR work together with the likes of Hawkeye, Black Widow, Nova and Gamora to take down some of the Grimm and Goblin Guards approaching them.

Bucky Barnes unleash a barrage of bullet fire from his assault rifle at some Ultron bots while Black Cat wrangles some infected WF soldiers with her whip before kicking them away, leaving Captain Marvel to blow them away with an energy blast.

 ** _"Let's go, let's go! Death Bite!"_** Venom unleashes huge, black entrails from the ground to attack his enemies from far away, leaving Ryu to leap into the air and fire a Shin Hadoken to knock them down.

"Genmu Zero!" Zero shouted, releasing a huge red, energy slash in the air, wiping out a good chunk of the goblins before he lands back down to the ground and Z-Sabers more of the goblins with his highly skilled sword slashes, fighting alongside Weiss and her magic glyphs that she learned from Doctor Strange.

Ruby manifests her second energy scythe from the other end of her weapon, swirling and twirling it around while slicing up dozens of goblin goons with her amazing speed and agility, all while Rocket is having the time of his life firing from two of his plasma handguns at the enemy resistance.

Yang and Red Hulk work together, easily crushing the goblins with their immense strength and surprising teamwork, with Blake and llia using their respective whips and chains to take down one of the Slayers that suddenly appeared from nowhere, while Spidey uses his Vibrant Cancer ISO form to short circuit some of the robots with his water repulsor blasts, with Cinder cutting them up with her new, flaming energy blades she got from Spider-Man before the raid.

 **"Hey, not bad. If you keep this up, you might make a great hero one day."** Spidey said while standing behind Cinder's back.

"Sorry. Not my style." Cinder replied to him.

 **"Make sense. Who would take you seriously with that hairdo and outfit?"** Spidey mocked her look, angering Cinder before they finish up the first wave of goblins.

 **BGM End**

The first wave of baddies has been dealt with, and the heroes are already tired and exhausted. "Please tell me that's it for now?" Ruby asked exhausted and almost out of breath.

"Not quite, my young friend."

 **BGM-Megaman X8 OST-Boos Confrontation (Demo 3)**

The heroes turn to where that voice come from, and to their surprise, it's the Sinister Six led by Doc Ock, Electro, Rhino, Mysterio, Scorpion, and Sandman. All have been infected with the ISO-Oz Formula, changing their appearance and increasing their power by 100 while also commanding the second wave of goblin baddies.

"Hahaha! You're all struggling awfully hard for a world that's doomed!" Electro said to the heroes.

"Hey Spidey! Aren't these your bad guys?" Hawkeye asked while getting his bow and arrow ready.

 **"Hey, if it isn't my old pals, the Sinister Six. Haven't seen you guys since the last inter-dimensional crossover. Let me guess: Goblin broke you guys out because of your good behavior lately, am I right?"** Spidey asked his long time villains.

"You could say that, bug. I've been itching in spiking your heart with my horn." Rhino said with a smile.

"You have to get past us first to do that, Hornhead." Yang taunted him.

"Don't you fools ever get tired of the whole 'justice' thing?" Doc Ock asked the heroes.

 **"Don't YOU ever get tired of being Osborn's lap dog?"** Spidey retorted.

"Hope…despair…unity…power. The components of all things that are sacred…all four things that's allowed our worlds to survive this long…is ours!" Mysterio said to the heroes. "At times like this, how important are your precious terms 'Good and Evil'?" The infected magician asked the heroes, who really don't seem to care about answering his question.

"We'll tell you after we take you guys down!" Pyrrha retorted with her weapon in hand.

"We don't have time to deal with these clowns!" Zero said, as time is slowly running out for them.

"I doubt they'll let us through easily." Ryu said, getting into fighting position.

"Spider-Man! We'll take care of these guys! You, Team RWBYP, and Cinder's team continue forward to wherever Goblin's at!" Black Widow ordered them.

"Then after that we'll split up to find the control centers for both the machines and Dimensional Transporter!" Red Hulk added.

 **"Got it! Let's go everyone!"** Spidey said, as he, Team RWBYP, and Cinder's new squad move away from the crowd to find Goblin's current location aboard the giant city.

 **BGM End**

* * *

 **Earth, Avengers Tower**

Just like on Remnant, almost every major city on Earth are currently being invaded by the Goblin and his menacing empire. Every hero, huntsmen, and military faction are spread thin all across the world, fending off Goblin's attacks and protecting the cities and the world itself.

Over at New York City, which as usual is the city being hit the hardest, Avengers Tower's automated defenses light up to protect the tower from any incoming forces. If that wasn't enough, Qrow, Winter, and three of the Fantastic Four are seen on top of the huge tower taking down anyone that dares enter the tower.

"Yo Tony! Don't mean to rush, but can you guys hurry it up with those shields? We're getting creamed here!" Qrow asked the armored avenger through his comms while beating down some goblins.

 _"Shields are powering up as we speak, but that'll only give you a few minutes to rest until it eventually breaks down. Goblin's ships are packing some serious firepower from what I've scanned."_ Tony replied through the comms.

"Few minutes is good enough for me!" Winter said as she continues fighting.

"Yo Reed! How's the progress on those weapons you guys are building?" Ben Grimm asked his fantastic friend while he beats down a Kingslayer.

* * *

Inside the tower, Reed, Tony, and Hank Pym are putting their combined genius to the ultimate test, as they are currently repairing the ISO-Chaos Armor and nullifier weapon with the tech provide by Black Panther and Zero as fast as they can to help them win the war. "We just finished creating the seventh ISO Emerald, Ben. And progress on the devices should be done in the next half hour or so." Reed informed his teammate.

 _"Half hour?! Maybe more?! Are you kidding us, Reed? Do we seriously need to waste any more time? Reality might be destroyed by then!"_ Johnny Storm asked him, not wanting to continue protecting the tower any longer than that.

"Goblin did a real number on these complex machines. We need to make sure everything is absolutely perfect without it backfiring on us. We're trying to save reality, not break it any further, but we know we'll be done right before that happens." Yellowjacket explained their reasons.

"If we had another genius or two helping us, it would make things faster, but everyone else is busy with the fighting. It's up to us now." Tony said as they continue working on the world-saving weapons.

* * *

 **Right Outside Avengers Mansion**

The Goblin's forces, led by M.O.D.O.K., starting attacking the area around Avengers Mansion, with heroes and huntsmen standing together to defend the building. "Go my army! Attack! Destroy! For the glorious new world we will create!" M.O.D.O.K. said to his infected A.I.M. forces.

Julia Carpenter's Spider-Woman, working together with the Olympian god Hercules, light and dark duo, Cloak and Dagger, and Team CRDL are all part of the force that's protecting Avengers Mansion, working together with one another to reduce M.O.D.O.K.'s numbers.

"Stay strong, everyone! We can beat them!" Spider-Woman said while webbing up a few goons and throws them at another group of junkies.

Hercules uses his Olympian strength to easily take down a few Hydra Bots and Grimm with just his bare hands. "Ha! Your machines and monsters stands no chance against the son of the almighty Zeus!" Hercules said proudly before he helps Team CRDL take down some Kingslayers.

Dagger uses her lightforce daggers and throws them at a group of infected A.I.M. soldiers, knocking them all down to the ground. As she wipes the sweat from her head, she was about to be ambushed by an Ultron Sentry if it wasn't for Cloak popping in and teleporting it to its destruction.

"Cloak! Thanks for the save." Dagger said with a smile.

"Don't thank me yet. We still have more incoming." Cloak points her to more goblins about to approach the duo.

"Ugh. I'm getting really sick of these green freaks." Dagger said, already tired and annoyed of how persistent the goblins are.

"You and me both." Cloak said before the two team up and take down a few more goblins around the mansion.

"Yes! Yes! Go my children! Win this war! They have nothing to stop us!" M.O.D.O.K. boasted, thinking his army is invincible and cannot be stopped.

"That's where you're wrong, big head!"

"What? Who said that?" M.O.D.O.K. asked, looking around his area to find the source of the voice.

 **BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Deadpool**

"I diiiiid, Mo'dorky!" And to M.O.D.O.K.'s and the other Marvel heroes surprise, it's Deadpool that arrives with his teleportation device with his pair of steel katanas in his hands. "Deadpool's here to save the daaaaay!" He sang as he arrived.

"Oh god not him again." Spider-Woman said to herself, well aware of Deadpool's annoying reputation. "Deadpool, why are you here?" She asked him, already regretting to actually making conversation with him.

"For years, I've been in the clutches of FOX and their greedy hands, and now thanks to Disney I have escaped and been brought back home." Deadpool broke the fourth wall, confusing some of the heroes and M.O.D.O.K. on what he's talking about.

"What? Never mind. Just help and stay quiet!" Spider-Woman ordered him before she continues fighting against the goblins and M.O.D.O.K.

 _"Something tells me she doesn't like us."_ One of Deadpool's inner voices speak to him in his head.

"She's just jealous that we're going to have more scenes in this story than her." Deadpool said before kicking one goblin in the balls.

 _"Yeah…Actually, according to the writer, we're only just a cameo for this one scene alone."_ The other inner voice with a light tone said to Deadpool.

"What? Why? I didn't break out from FOX just to make a small cameo like Logan from X-Men: First Class." Deadpool said, casually slicing off an Ultron bot.

 _"The writer had no intention in adding you in this story until the FOX/Disney deal happened, but by the time it did, the rest of the story was already finished and can't be changed."_

 _"So to compromise, he was able to give us this one scene where we do what we do best."_

"What?! You mean I'm not gonna join the big, climatic, multiversal final battle with the other heroes from across reality like Sonic and Mega Man X?!" Deadpool asked before casually punching another goblin in the face.

 _"Yup!"_ Both voices said in unison.

"Ah to hell with this!" Deadpool said as he turns around, shooting at M.O.D.O.K. behind him, finally defeating the infected, giant baby head. "I'm going back to that other fanfic where me and Spidey are the main characters and I get more than just one scene. But I better appear in the next story after this, right writer?! Right? Please…" He said before he walks away to a bar to grab a beer to drink.

 **BGM End**

* * *

 **BGM-Sonic Adventure 2 OST-Madness**

After a few minutes of rushing through the city, fighting and passing through hordes and enemy lines, Spider-Man, Team RWBYP, Cinder, Venom, llia, and Black Cat see from the distance an enormous levitating arena close to the vastness of space, where the chaotic storms are at its worse around that area, with giant, green thunder bolts coming from the dark, purple clouds above the floating stadium.

"What's that?" llia asked the others.

"It almost looks just like the Amity Colosseum that hosts the Vytal Festival." Weiss guesses.

"Goblin must have created his own arena just to show off more of his insane ego." Yang believes that to be true.

While he looks on ahead, Spidey senses something very dreadful and painful from an unknown source. _"You sensed that too?"_ Ero asked Parker in his thoughts.

 _"Yeah. It's the maidens! They're getting weaker! I can feel it!"_ Spidey replied to him.

"Do you think Goblin's there?" Felicia asked.

 **"He's there. I can feel it. Not just with my spider-sense but with my own blood too. He's waiting for us. He knows we're coming."** Spidey answered his ex-girlfriend.

"Then let's not keep him waiting." Ruby said as everyone continues either running or swinging towards the direction of Goblin's floating arena above his floating city ship.

"Where do you think you children are going?"

The team stops running as they are confronted by the infected Madame Viper and her infected Hydra army. **_"It's that Viper lady."_** Venom recognized Viper, earning a smile from the "queen" of Hydra.

 **"Out of our way, Madame Hydra! We don't have time to embarrass you a second time!"** Spider-Man said, not in the mood to fight.

"So, you fools still refuse to give up your struggle, huh? Are you all so blind that you've somehow convinced yourselves that hope remains?" Viper asked the heroes.

"As long as we're standing, there's hope! We'll defeat both you and Goblin!" Ruby said.

"Hahaha! I suppose it'd be a waste to just destroy you now. Maybe I'll wait till the last possible moment and have a little fun with this." Viper said, getting out her sword.

"We don't have time for this. Every second we waste here; our reality comes closer to the brink of destruction. We need to move." Blake said to everyone.

"Leave this one to us." Cinder said, surprising Spidey and the girls, with her, llia, Black Cat, and Venom walk slowly in front of them to confront Viper and Hydra.

 **"Cinder, what are you guys doing?"** Spider-Man asked her.

Cinder turns her head to Spidey. "We'll take care of this, while you five go and stop Goblin!" She said, giving them an order to keep on moving.

"But llia…" Blake said to her friend.

"I'll be fine, Blake! Just go and save the world already!" llia said to her friend.

 ** _"Give Goblin a good licking, for all of us!"_** Venom said to the five.

"We'll catch up as soon as we're done with these losers!" Black Cat said.

Team RWBYP doesn't want to leave them in their situation, but understands that they have to keep moving. "They're right! We need to move! Let's go!" Ruby said to her teammates.

 **"Right!"** Spidey replied before he turns to Cinder. **"Don't you die on me, Cinder! I probably won't be there to save your life again!"**

"I could say the same to you. Now go!" Cinder shouted, prompting Spidey and Team RWBYP to move past Hydra and head for the levitating arena.

"So you're Cinder Fall." Viper spoke up, getting the former Fall Maiden's attention, as the two stare at each other's one eye. "The Goblin King was right. We do share some similarities in appearance. But in terms of power, I greatly outmatch you by a thousand, weakling dog." She points her sword at Cinder.

"Weak? Yeah sure. I could probably say the same thing about you. Why else would you work with Goblin and get an ugly makeover?" Cinder mocked her, which does anger her to a large degree.

"I hope you've practiced seeing without any eyes, child, because my blade will be the very drive that'll put it to the ultimate test." Viper said, with her men ready to fight against the four heroes.

 **BGM Ends**

* * *

 **Beacon Academy**

Back at Beacon Academy, Ozpin, Glynda, the rest of the staff, huntsmen, and other heroes like Quicksilver, Vision and Scarlet Witch are busy protecting and defending the school from Goblin's ground and aerial forces, with some extra assistance thanks to the school's recently installed defenses, projecting a force field around the entire campus and firing lasers at the airborne Hellcarriers from the automated anti-ship cannons found all across the campus.

While the midst of battle, Ozpin senses something faint while he takes down a Kingslayer single-handedly. "Ozpin, what's wrong?" Glynda asked the Headmaster.

"I think Spider-Man and the rest of Team RWBYP are close in range of where Goblin is located." Ozpin told her.

"That means the destined prophecy is about to begin." Glynda said to him, worried that Peter might die at the end of this.

"Don't count him out just yet. We can't believe everything we're told. I'm sure Spider-Man will break through, just as he's always have." Ozpin assured her, lifting her spirits. "But for now, let's protect our school. It's our responsibility as Remnant's defenders, but more importantly its Professors, to guard it with our lives, even if the enemy isn't coming for the relics. We'll push through all they sent us without hesitation." He said with his cane ready for combat.

"Right!" Glynda said, as the two professors move to fight more goblins and drones.

* * *

 **Back at the Neo-Oz Carrier**

 **BGM-Sonic Heroes OST-Mystic Mansion**

As the only five heroes left to confront the Goblin, Spider-Man and Team RWBYP run, or swing, as fast as they can towards Goblin's levitating battlegrounds close to space and the deactivated Ultron Satellite moon. "Remember Peter! Don't overdo it!" Ruby warned him not to push his body any further than it should with his armor.

 **"I don't know if that'll be even possible. But come on, let's keep moving!"** Spidey said swinging as they get closer and closer to Goblin's current location.

"It seems we're almost there." Blake said as they take a look straight above their heads to see the gigantic floating stadium right close to them.

"Wow…I don't think our colosseum is bigger than that." Weiss said in awe on how big the stadium is compared to their own.

The teens stop running, as they see a teleporter that will take them inside the stadium. **"Come on. Let's take that teleporter."** Spider-Man suggested.

"But what if it's a trap?" Ruby asked him.

 **"If it was, my spider-sense would tell me otherwise."** Spider-Man told her.

"Good point." She said before they all take the teleporter to inside the stadium, where the interior is totally different from the regular stadium, where here it's all lit up with countless torches and has pictures on the walls that show off Goblin and his many insane faces and intimidating poses.

"Okay. Now what? Do we have to play hide and seek with him?" Yang asked while trying to figure out the right path to where Goblin's located in this giant stadium.

 ** _"Over here, heroes!"_** Goblin shouted from the center of the massive stadium, giving off his location.

 **"So, there you are…"** Spidey said before they all start running towards the origin of the voice.

 **BGM Ends**

 **BGM-Megaman ZX Advent OST-Fate-Deep-Seated Grudge**

As they run, a warning shot in the form of webbing to the floor in front of the heroes stops them in their tracks. "That's as far as you go." A voice said from the shadows.

"Show yourself! Whoever you are!" Blake demanded the voice to reveal himself to them.

From the ceiling, the four infected Spiders from different universe drop down to meet their prime self and his friends: Spider-Man 2099 (Miguel O' Hara), Spider-Man Noir (1930s Adult Peter Parker), Spider-Girl (Mayday Parker), and Spider-Woman (Gwen Stacy).

 **"It's the other Spiders from the different universes Goblin infected."** Spider-Man reminded them.

"Wow. It's true what they say about you in the future. You really do like to state the totally obvious." Spider-Man 2099 said to the present Spider-Man.

 **"It helps me focus on who's butt I'll have to beat."** Spider-Man Prime retorted.

"You wouldn't hit a lady, would you?" Spider-Girl asked the prime Spider.

"Two of us, in fact." Spider-Woman added.

 _"Why does that white-hooded girl's voice sound so familiar to me? I must be hearing things."_ Spider-Man prime said in his voice.

"Hope you five are ready for the end, because soon all worlds will submit to the Goblin King." Spider-Man Noir said.

 **"Come on, guys and girls. You're all Spiders, right? Fight the Goblin's control. You can do it. You all must have fought your own Goblin at least once already to know how dangerous he can be. Do you really want him to win and control all of reality, or worse destroy it?"** Spider-Man Prime asked his fellow Spiders.

"If this new reality will help bring joy back to our hearts after suffering of being Spiders for so long, then I wouldn't mind if he does." Spider-Man Noir answered him.

 **"I can get the suffering part, but not even would be that stupid to work with Goblin because of that."** Spider-Man Prime responded before getting into fighting position. **"Guess we have no choice but to fight and cure you instead."**

"No Spidey. Leave them to us." Ruby said, shocking Spider-Man from her response.

 **"What? You can't be serious? If they're any way like me, then you girls need my help to win."** Spidey argued with his friend/sister that the other Spiders could potentially give them a hard time.

"And if they're any way like you, we can take them easily." Yang said.

"You told us before, remember? If we work as a team, we're unstoppable, no matter who we face." Weiss reminded him about their fight months ago during Spider-Man Appreciation Day at Beacon.

"We've gotten a lot stronger since then too, and we've been hanging out with you this entire time. We should know most of their basic move set at the slightest." Blake added to Weiss' statement.

 **"But…"**

"Peter. Your family needs you, remember? Go. We can take care of ourselves and catch up when we're done here." Ruby said to her brother.

Spidey thinks to himself with a sad look on his face for a moment, before it turns serious and nods to them that they're right. **"Okay. I understand. Just…just be careful."**

"We will. No go!" Ruby told him, with Spidey flying above the infected Spiders, not attempting to stop him since this is all part of the plan.

"Now was that really such a good idea? Do you really think you four can beat us without his help?" Spider-Man 2099 asked the girls.

The girls of Team RWBYP take out their respective weapons and get into fighting shape. "Our Spider-Man has helped us enough. Now it's our turn to help out his counterparts by beating them senselessly."

"Hope you've learned to use that webbing of yours as a bandage, because the next few minutes are about to get bloody." Yang taunted the infected Spiders before they start their intense four-on-four battle inside the halls of the Goblin Stadium.

 **BGM End**

* * *

Now all alone, Spider-Man flies through the great hallways of the giant, Goblin Stadium, using his spider-sense to direct him to Goblin's location. **"Now if I were a crazy, enhanced madman, where would I be?"** Spidey asked himself while he flies around at top speed. His spider-sense then picks up someone close to his direction. **"What's that? It's not Goblin's, but wait, could it be…"**

In the middle of one of the hallways, Salem is locked up in an energy bubble floating in the air, looking all weak and beat up from Goblin's continuous torture sessions, sessions she never though in her life SHE would receive, not towards her enemies. **"Hey! Look who I found?"** Salem looks around until she spots Spider-Man hanging upside down from the ceiling to meet her in her energy prison. **"It's Salami! How you been old lady?"** He asked the witch, who's really not in the mood for his jokes.

"Oh this is perfect. Make my life more of a living hell than it already is. What do you want?" Salem asked the bug hero.

 **"I'm here to rescue ya."** Spider-Man answered, getting a shocked eyebrow raise from Salem's face.

"Now I know you're crazy. Why would you risk your life to save me when you know what I already had planned for this world, before Goblin decided to burn it all to ash to begin his twisted sense of evolution?" Salem asked the hero.

 **"If you're as smart and as old as people say, then you should know by now that it's the duty of every hero to save people who are in danger, even though that person planned to destroy the world earlier."** Spider-Man answered her.

"Hmph. You really are just a child. I'll never see what makes you so special that got Goblin so obsessed with." Salem said, showing no respect for the boy.

 **"Well I am an excellent cook, sometimes. Maybe he too wants to try out my exclusive and unique ways of making the best cereal in the whole world?"** Spidey joked before he lands down to the ground. **"Now hold still. Let me see if I can break you out."** He said as he is about to stick his hand to the energy bubble.

"No! Get back!" Salem warned him, but it was too late, as the energy bubble shocks Peter and knocks him to the ground. "I warned you, ignorant human. Only Goblin could break this barrier."

 **"Let's test that theory, shall we?"** Spidey asked, determined to break that barrier with his own power.

 **BGM-Megaman ZX Advent OST-Evil Heritage**

As he jumps up from the ground, he is suddenly attacked by two, hairy red and white creatures. **"Hey! Get off me!"** Spidey said, kicking the hairy goblins away, only to recognize it's his Aunt May and Mary Jane that have been goblinfied. **"Oh no. Aunt May! MJ!"** He said.

His infected family roar loudly and start lunging at Peter again, but Peter easily dodges them and sticks to a wall. **"Aunt May! MJ! It's me! Don't you remember?"** Peter pleaded to his family, only for them to roar and lunge at him again, jumping away from the devil goblins. **"Please, you two! You have to fight it! I don't want to fight you!"** He said, shooting out two of his Goblin-Eraser Tracers at them, only for them to miss as the creatures were fast enough to dodge them in time.

The infected Aunt May goblin lung at Peter, trying to bite his arm off. **"Aunt May! It's me! Your nephew! Don't you recognize the child you and Uncle Ben raised as your son?"** Spidey asked his infected Aunt, only to be smacked away to a wall. **"Man, you hit pretty hard for your age."** Spidey said, amazed that Aunt May can hit really hard even though she's old and infected.

It was then the infected Mary Jane turns to attack her former boyfriend, grabbing one of his legs and repeatedly start smacking him to the ground. **"Mary Jane! Stop this! This isn't you! I'm your friend! Remember me, your aunt, Gwen, Harry? Goblin's making you do this! He wants us to fight! Fight him, not me!"** He asked, managing to break free from her grasp, webbing her down to the ground, only for her to burn it off with just her skin. **"You're not making this easier for me, MJ!"** He said before he gets smacked across the chest.

The two devil goblins walk up with intent to finish off Peter, who continues to immensely hold back his strength to fight his family, all while Salem is watching from her energy bubble. "Why doesn't the Spider fight back? Goblin's controlling their body and mind to the fullest. They can't do anything about it. If he keeps this up, he will die." She said to herself.

 **BGM Ends**

 **"Okay. I guess I have no choice."** Spidey said to himself before he stands up straight to face his infected family. With no other options left, Peter takes off his helmet to reveal his brown hair and hazel eyes to his family, and unfortunately Salem. The infected devil goblins stop in their tracks and look confuse and stunned as they look at Peter. "Guys, it's me, Peter. I know you two are still in there. I can feel it within my soul. You can't let Goblin have total control over you. You have to fight him with everything you have. You two have always been the ones to tell me never to give up, now I'm asking you two to not give up either. Please, I know you can do it. You have to look deep inside yourselves and crush whatever is controlling you." He said to his infected family, which seems to have an effect on them.

 ** _"P-Peter…"_** The infected Aunt May managed to say his name.

"Impossible." Salem said from her bubble, stunned to see that his words are actually getting through them.

"Yes. It's me. You can do it. Break free." Peter said to his aunt.

 ** _"We can't…hold him out…any longer…"_** The injected MJ said, struggling to keep control over themselves. **_"Peter…cure…now…while we still have control…"_**

"Right." Peter said, firing the cure tracers at their bodies while they are still stunned. Thanks to the mini spider bots that came out from the tracers, they inject the cure all across their bodies, curing them of Goblin's formula while also giving them back their clothes for no reason.

"Yes! Alright! You did it! I knew you two had it in you!" Peter said with a fist bump to the air.

"Ugh…my head…" Aunt May said with a headache.

"I got ya, Aunt May." Peter helps his Aunt up to her two feet. "Are you okay? Are you hurt?"

"The only thing that's hurting was almost killing my own nephew. I'm so sorry, Peter." May gives her nephew a hug.

"It's alright, Aunt May. It wasn't your fault. You weren't in control of your body. But I'm okay. Thankfully I'm a quick healer." Peter said to his aunt with a smile, comforting her.

"I know you are, Peter. I'm so proud." Aunt May said with a smile.

Peter then turns to his ex-girlfriend to see if she's okay as well. "MJ, are you alright?" He asked her.

"I'm fine thanks to you." MJ said as Peter helps her up to her two feet. "And you wonder why we broke up in the first place?" She asked.

"But I thought chicks dig dangerous men?" Peter joked.

"True, but you're a special kind of dangerous man, but still, that makes you the most charming out of all of them." MJ said with a smile, causing the two former love birds to laugh together.

 _"Awww. What a touching family reunion."_ Goblin spoke from the loud speakers, getting all four of their attention. _"Unfortunately, we are behind schedule on our reunion, Parker. I knew you would find a way to cure your family without fighting them…Or should I say I NEEDED you to find a way. In the end, you've proven that my plan is perfect."_

"What? What are you talking about?" Peter asked confused.

 _"Meet me at the center of the stadium pronto, otherwise I'll have to think of you when I'm punching Salem senselessly, Hahahahaha!"_ The mad king said, teleporting Salem to wherever his current location is at.

"No! Salem! Got to help her! You know, now that I said it out loud, it really does sound crazy saving the thousand-year-old witch that's been trying to destroy humanity for all these centuries. Sometimes I really hate being the nice guy that I am." Peter said before putting back on his helmet.

"That's how me and your Uncle Ben raised you, after all. Now go and save the world, my son." Aunt May said before hugging her nephew one last time.

 **"I will, Aunt May."** Spidey said before letting her go and turning to Mary Jane. **"MJ, can you lead Aunt May back down this hall? Ruby and the others shouldn't be too far from here. They'll protect you. But just in case…"** Spidey summons his old Iron Avenger gauntlets and gives them to MJ to use as her own weapons.

"Thanks, but what about you?" MJ asked her friend.

 **"It's time I have a little talk with my 'dad'."** Spidey said with a serious tone of voice. **"Go. Stay safe. I'll be back before you know it."** He said before he flies off to the center of the stadium.

"Okay Peter. We'll be waiting for you." MJ said with a sad face, as she and May Parker stare at him for a few seconds before they leave for the opposite direction.

 **"Alright Osborn. This is it. We finish this now."** Spidey said to himself as he flies at top speed to find Goblin. **"You've put too many people at risk with your stupid war of yours. And now I intend to finish it, even if I have to die to accomplish it."**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Alright Osborn. That's it. I have just about enough of you and the way you don't polish your horns. You're going down.**

 **Goblin: _And I've gotten enough of your insufferable humor. Even if it does show your potential, I will forever be irritated by your wisecracks and unbearable good cheer._**

 **Spider-Man: Boy, me too. Maybe I should get really serious and morose…I'll brood, and get strong from carrying around a giant chip on my shoulder…Ha! Kidding!**

 **Goblin: _Argh! Parker! You are just making this harder on yourself! Fine! If you won't become my heir, then I'll just kill you along with the rest of your worthless friends._**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Day of Reckoning (Part 2)-Hope vs. Despair_**

 **Ruby: No one's dying today! Not on our watch, Gobby!**

* * *

 **KFX here: First off, like I said before, the Deadpool cameo was gonna be short since I already have the rest of the story played out to a tea, so I'm sorry if you were expecting a longer cameo by him. But anyways, next chapter will be the beginning of the continuous battle against the Goblin King. Spidey and Gobby are gonna be at each other's neck while also going all out with their power. And the ending of the chapter may or may not shock you. See ya later.**


	80. Vol 3 Issue 23: Day of Reckoning(Part 2)

_Vol 3 Issue 23: Day of Reckoning (Part 2)-Hope vs. Despair_

 **Dimensional Transporter Central Chamber (1 hour until reality ends)**

 **BGM-Sonic: After the Sequel OST-Eye of the Storm - For Storm Station Boss Act**

With only one hour left until reality crumbles and dies, the heroes that have invaded Osborn's massive floating city, the Neo-Oz Carrier, are scurrying all around the huge ship trying the best they can to help suppress Goblin's numbers.

After escaping a battle from the infected Sinister Six, Team JNPR, along with Hawkeye, Black Widow, Captain Marvel, Rocket Raccoon, and Zero split from the others to enter the huge circular chamber where the Dimensional Transporter is slowly powering up with enough energy to open a wormhole into space to infect the entire multiverse with the ISO-Oz formula, turning all of reality into Goblin's own reality.

Just as they entered the chamber, Dock Ock, Electro, and Scorpion break through a wall with a massive army composed of infected soldiers, drones, and Grimm to stop them in their tracks before they reached the transporter. "D'ast!" Rocket cursed in his own unique words.

"Did you fools really think you could escape from us?" Dr. Octopus asked before he, Scorpion, and Electro power up with a green aura, possibly because of the ISO-Oz Sapphire, further powering up their enhanced strength to unknown energy levels.

"What do we do? Should we fall back and regroup?" Jaune asked his allies and friends.

"Don't you get it? There is no falling back. This is a one-way trip." Black Widow said to the student leader before they continue the fight with half of the Sinister Six and their army.

* * *

 **Main Bridge of the Ship**

On another part of the floating city, the Winder Solider, Ryu, Nova, Gamora, and Red Hulk infiltrate the main control center of the ship to shut down all of Goblin's robots and Hellcarriers to give them the edge they need to win this war, but they are interrupted by the other members of the Sinister Six: Sandman, Mysterio, and Rhino, all powered up with the same green aura and aided by countless goblins.

"You guys aren't stopping us!" Bucky said, pointing his assault rifle to Mysterio.

"Ha! We'll see about that, solider! How can you fools take this world seriously when it's all about to end?" Mysterio taunts him.

"I look forward to smashing your bubblehead all the way to the moon, Misty! Bring it on!" Red Hulk shouted as the heroes and villains collide and clash once more.

 **BGM End**

* * *

 **Universe-000**

 **BGM-Rurouni Kenshin OST1 - Warriors Suite**

Back at the home of the Master Weaver, both he and the Spider-God known as the Gatekeeper continues to watch the battle that will decide the fate of everything through the Great Web of Life. They observe the many battles on both Earth and Remnant, especially the battles taking place on the Neo-Oz Carrier like the battle between Cinder, Venom, llia, and Black Cat against Madame Hydra and her Hydra Army, and the battle between the girls of Team RWBYP and the other infected Spiders from the other universes.

 ** _"_** ** _The fighting is getting more intense by the second, wouldn't you agree Master Weaver?"_** The Gatekeeper asked the protector of the Web of Destiny.

 _"_ _Yes I do, Gatekeeper. The heroes are proving to be quite a challenge for Goblin's immense power."_ The Master Weaver responded to his ancient friend.

 ** _"_** ** _As expected from the heroes of Earth-616, but the Huntsmen of Remnant are definitely surpassing our expectations. This is the first time their world ever experienced such a calamity, and they are still holding their own, but for how long?"_** The Gatekeeper asked ominously.

 _"_ _Hopefully long enough to save our worlds, because I sense the hour that decides our fate has arrived. The final battle is about to begin."_ The Master Weaver said while looking at an open strand of the Great Web that depicts Spider-Man closing in on Goblin's location at his Holy Summit Colosseum.

 **BGM End**

* * *

 **Holy Summit Colosseum**

 **BGM-Megaman X8 OST-Sigma Palace**

After saving his Aunt May and Mary Jane, the armored up Spider-Man treks alone through the deep chambers of Goblin's floating battle arena: The Holy Summit Colosseum, to find Goblin and Salem. As he flies at top speed with his jet boots, through the lite up hallways of the stadium, Peter silently passes through strange murals that vaguely depict all of his past failures in his entire life: Gwen Stacy's death, Harry Osborn's death, Captain George Stacy's death, Ben Reilly's death, and many more. Even though he doesn't even take a quick second to stop and observe the murals, Peter's anger grows by the second, prompting him to fly faster to find Osborn.

 **BGM Ends**

 **BGM-Onimusha 3 OST- Day of Anger ~Guildenstern's Theme~**

Spidey finally stops as he sees a huge large door blocking his path to the center of the stadium, wasting no time, Spidey opens the big door to reveal himself to the extremely wide battlegrounds of the stadium. As he walks to the center of the arena, he notices how similar it is to Amity Colosseum's arena, with many spectator seats on the side and a central biome, but those are the only similarities, as the entire arena looks insanely corrupted, with the central biome having a huge symbol that looks like a cross between Spider-Man's spider symbol and Goblin's own symbol, with immense amounts of artificial webbing and lava all around the battlefield.

As the Spider hero gets closer and closer to the central arena, the skies above glassless dome gets extremely dark and stormy, with red and blue thunder cackling from the clouds and green and purple lightning popping down below, lighting up an area in the spectators seat where Spidey stops and sees a golden throne slightly above him and spots the captive witch Salem floating in her energy bubble right next to the wall crawler's long-time nemesis, the Syn Goblin King, who was waiting patiently for the boy while sitting on his throne with a small smile on his face to counter Peter's menacing looking eyes.

 ** _"_** ** _Welcome, Hero of New York and Vale. It's good to see you again, Peter."_** The Green Goblin greeted his mortal foe after not seeing him for a month. **_"Our meeting was fated, Peter. Our destinies come to a head right here, right now. The time has come to usher in a new age. And you, Peter, are an essential part of it."_**

Both Spidey and Salem continue to remain quiet as Goblin closes his eyes and continues talking. **_"During all those months while I rotted in jail, I had plenty of time to reflect on myself and the world, mostly about you and your ideals. Your dedication to what you refer to as 'justice', and your famous quote, 'With great power comes great responsibility', is what first got me thinking…"_** He then reopens his eyes to Peter's. **_"I realized the imperfection of our worlds, and decided I must change it."_**

 **"** **Don't blame me for your insanity, Goblin!"** Spidey finally retorted.

 ** _"_** ** _Blaming you? I'm actually indebted to you."_** Goblin responded. **_"The moment you first gained your powers. The moment I incorporated it into my Oz formula, the seed had been planted. That's when it all began…The destruction of the world!"_**

"What, are you saying this was all part of destiny?" Salem asked the insane king.

 ** _"_** ** _Ha ha ha…That is correct, Salem, but I'm afraid that it's too late to change it. The gears are in motion. There's no turning back now."_** Goblin said with a small smile to her before turning back to Peter. **_"We are all bounded by destiny, like we are all part of the same great web. You know what I'm talking about: The Web of Life and Destiny, the same web that your previous ancient incarnation, the Great Weaver, created before he became a fated memory in time and passed his powers to you. The Great Web determines the fate and destinies of all the different Spiders in the multiverse, but more importantly, all the people that are connected to the Spiders in any regard, which is pretty much the entire world population."_**

 **"** **What are you getting at?"** Spidey asked curious and confused.

"For once I agree with the child. What ARE you talking about, Osborn?" Salem turned to the psychotic king.

The Goblin King chortles before he answers their questions. **_"Parker, you are the modern-day reincarnation of the Great Weaver. The new Avatar Spider of the multiverse that your presence alone makes you the center of our destinies. A child, who's spider powers are a combination of the mystic arts of the universe and our highly advanced science. The magic part was from the Great Weaver himself before he died from the radiation. But the science portion, the radiation, they were all because of Oscorp technology. MY technology. In other words, I am the father of the child who decides all destinies in the multiverse! I am the king, the one true god, who controls the fate of all reality! It is my birthright to control ALL worlds!"_** Goblin finally explained, getting a stunned gasp from Salem, but Peter isn't anywhere close to impressed.

 **"** **Do you really expect me to buy all that?"** Spidey asked with an unimpressed shrug. **"All that power has gone straight to your head, Norman."**

 ** _"_** ** _Heh heh heh. I don't care if you can't comprehend my ideals. You WILL help me save our worlds, whether you like it or not. But, before that, Peter, perhaps it's time for our final showdown!"_**

 **BGM Ends**

 **BGM-Dragon Ball Super OST-All Out Battle**

Goblin stands up from his throne and vanishes in a dark green glow, teleporting himself to the arena several feet away from where Spider-Man is standing. Now the two arch-enemies meet eye-to-eye once again, after a month of not seeing each other in combat, and they are ready to go all out in a battle that might shake the shattered world itself.

"This is it. Let me see the potential Goblin sees in you, Peter Parker." Salem said his real name, after learning about it not long ago when Peter unmasked himself to save his family. The wicked witch of Remnant is now the bare witness of the earth-shattering battle between the Hero of New York, Spider-Man, and the Destroyer of worlds, the Syn Goblin King.

The two arch-rivals share a staredown with one another, trying to predict each other's first move and directive. Since they both can't seem to find an opening, Spidey is the first to attack by summoning his spider arms from his back and using them to rapid fire web bullets while he uses his repulsors at full charge and unleashes a powerful beam of energy all directed at Goblin, but the monster blocks them all with an invisible force field in his front.

When Spidey realized his attacks weren't working, he powers up to his Vibrant Wolf ISO Form and launches a full, close quarters assault at Osborn, using his claws and stingers to try and slice and stab him to shreds, but he doesn't even leave a single scratch on his body, or even make him move for that matter. The powerful wall-crawler bounces from Osborn and powers up his Great Weaver Style Change and returns to deliver another full frontal assault on Osborn's chest while screaming very loudly, shaking the entire arena as he does.

"In-Incredible. The power he has is amazing, and it's still increasing." Salem said in awe, amazed in his strength after underestimating Peter's powers before.

When he realizes even his Great Weaver powers still can't budge Osborn by a tea, Spidey backs away and immediately uses his Other aura, otherwise known as his Spider Style Change while wearing his armor, as he charges at Osborn with a left jab, but then Goblin finally decided to move and block the punch with one finger.

"He moved. It looks like he's finally getting Osborn serious." Salem said while watching the fight.

Spider-Man unleashes a heavy barrage of fists and kicks to Osborn's one finger, with the sheer force of his powers repeatedly creating a small crater after small crater below their feet. After enough of playing around with the boy, Goblin bear hugs Spider-Man and tries to squeeze him into nothing. **_"Come on, Parker. You have more power than that. Help me get serious."_** Goblin said, still acting all calm and level-headed.

Enough of his taunts, Spidey protrude hundreds of small venomous spikes all around his body to break free from Goblin's bear hold. **"You want me to help you get serious? Fine! Don't say I didn't warn you, Gobby!"** Spidey said as he gets in place to finalize his armor.

 _"_ _ISO meter over 600%. Accessing ISO-Great Web Serve level 7…Access complete."_ JARVIS informed Peter through his armor.

 **"** **Finalize…!"** Spider-Man shouted, as a huge stream of red and gold energy encase him in a sphere, and after a few seconds, he breaks out of the cocoon in his Red Joker form. **_"Red Joker!"_** He finished with his dual voice and his unique aura surrounding his body.

 **BGM End**

"Red Joker…" Salem repeated those words while stunned by his new level of power. "And his voice. It's different from before."

Goblin crosses his arms as he observes Spider-Man's ISO-8/Great Weaver power, and he finds it very impressive. **_"So this is one of the Finalized forms I've been hearing so much about. Very impressive, indeed."_** He then uncrosses his arms and starts to look serious. **_"Now let us see if they match up to the hype."_**

 ** _"_** ** _I will make sure you pay for all the crimes you have rotted on both our worlds, Goblin! I promise you that!"_** Red Joker Spider-Man said to the Goblin King, which only serves to make him laugh from his proclaim.

 ** _"_** ** _This suspense is simply awful! COME AT ME! COME AT THE GOBLIN KING! YOUR DOOM AWAITS!"_** Goblin clenches his fists and powers up his own dark green aura to match Peter's power, as round two of the match up begins.

 **BGM-Chaos Legion OST-Iku City (Welcome to the Darkness Stage)**

Both godlike combatants immediately dash at each other and collide one, insanely powerful punch at each other's fist, instantly creating a huge crater below them as they start clashing intensely. Thanks to the destructive power of his Red Joker form, Spidey's heavy punches are now as strong as a Hulk, getting off insane damage off a Goblin, kicking him all the way to the spectator's seating area. He launches a strong web line at Goblin, spinning in place as he spirals the dreaded king around the entire central arena with his web, causing him to crash to any hard object before Goblin had enough and burns the webbing away, launching himself to Peter's location and slams his head to the ground.

Osborn chuckles to himself before he is launched away by Peter's intense crimson aura. Spidey gets back up on his feet and leaps over to Goblin with a kick, only for it to be blocked by his arm and then blasted away by an energy blast.

The Syn Goblin King decided to try out a new move by shaping a line of bright-red, sharp glass through the air with his finger, and once he makes his line, it shatters and fires all the powerful sharp shards at Spidey while he laughs insanely to himself. The wall crawler defends himself from the incoming glass. Since that wasn't enough, Goblin fires a huge flame blast from his mouth at Spidey as the shards still put him on the defenses, blowing him away to a wall.

With the Goblin distracted by laughing to himself to gloat, Spidey creates one of his web glyphs and causes them to appear behind Goblin, striking through the glyph with a heavily spiked arm, stinging Goblin long enough to let Spidey jump from the wall and pounds Goblin with a strong, right hook. Spidey immediately fires a barrage of intense repulsor blasts at Goblin, only for him to do the same by countering the barrage with his fireballs, keeping them in a stun lock as the two warriors scream loudly at each other, leaving Salem in extreme awe at the power they both possess.

"A-Amazing…" Is all she could say as she continues watching the fight.

* * *

 **Somewhere else within the Holy Summit Colosseum**

Mary Jane and Aunt May are running through the many halls of the stadium to find Ruby and the others, feeling the intense battle between Spider-Man and Goblin all around them. "What's going on?! Is this coming from Peter?!" Aunt May asked MJ as they continue running.

"I want to say so, but this is so unreal that it might be coming from him." MJ replied, having a hard time to think this is how powerful Peter is.

* * *

While they fight, both Team RWBYP and the infected Spiders feel the intensity of the battle as well. "The entire stadium's shaking!" Weiss informed everyone as they all stop fighting for a moment.

"Spider-Man and Goblin must be fighting!" Blake said.

"Is this really coming from the Master and the other Spider? Their power combined is incredible!" The infected Spider-Man of the year 2099 said, impressed by the power he is sensing.

"Let's focus on our fight first before we go check it out!" The infected Spider-Man Noir said to O'Hara before they all focus their attention back to their enemies.

* * *

 **Holy Summit Colosseum Arena**

Back to the incredible battle between creator and creation, Spidey delivers a gruesome punch to Goblin's gut, causing him to gag out in pain as Peter continues the assault to his stomach before ending it by summoning the giant, red hand of his Man-Spider form and launches it at Goblin's whole, knocking him across the battle arena before he gets his bearings straight.

He uses his powers to create a makeshift volcano underneath Spider-Man, causing a huge eruption that launches Spidey straight into the air. Goblin teleports himself into the air and starts snapping with his fingers, and with every snap, an invisible force knocks Peter across the air multiple times in a cross-like fashion.

Having enough fun, Goblin teleports himself slightly above Peter, getting his cupped hands ready to knock him down back to the arena, and as he does, Spidey manages to grab it and throws the monster all the way down to the arena grounds. Before Goblin could even think about getting up, Spidey lands back to the ground, bends his knees, and put his hand over Osborn's face to blast them with a one-handed repulsor blast as he screams intensely, with the blast being seen from the other end of the entire floating stadium.

As the dust settles, Goblin stands up from his predicament, with half of his face gone before he regenerates it thanks to his immortality, but he notices Spidey is nowhere around him whatsoever. **_"Parker! Where are you? Coward! Come and face me-!"_** While Goblin was taunting Peter to show himself, he is caught off by surprise of two floating red discs above him.

 ** _"_** ** _Made you look!"_**

 ** _"_** ** _What-?!"_** Goblin is then enveloped by a huge red beam of energy coming from Spidey not far from him.

 ** _"_** ** _Red World Eraser!"_** Spidey shouted his attack name, as now both of his floating discs starting firing off their own, red beams of energy at where Goblin was standing at, causing a huge explosion that almost envelops the entire arena.

 **BGM End**

 **BGM-Megaman: Maverick Hunter X OST-Sigma Transforms**

As the enormous dust cloud around the arena settles, Spider-Man walks up to where Goblin was hit by his barrage of attacks, seeing him on the ground with one knee and in pain, but not enough to keep him from shutting up. **_"I should've known you could do it, Peter."_** Goblin said before he stands right back up and confronts Peter with a huge smile on his face. **_"Magnificent, Peter! And to think you've been seen as nothing but a weakling nuisance!"_** He complemented Peter on his abilities and strength before he starts laughing.

 ** _"_** ** _Goblin! Your plans on world destruction stop RIGHT HERE!"_** Spidey said to him, having enough of Goblin's schemes.

 ** _"_** ** _Mwahahahaha! AHAHAHAHAHA!"_** Goblin starts laughing manically, keeping Spidey off guard long enough for him to punch his helmet off his head. As he regains his bearings, both Goblin and Salem sees Peter's small fangs and beast-like eyes, with the pair of eyes having blazing red irises and slitted black pupils. Both eyes sternly staring at the grinning Goblin as Spidey growls at the monster. **_"Now do you believe me, Salem? He really does share the same eyes as both you and me!"_** He said to the stunned witch before he continues laughing madly.

 **BGM End**

Spider-Man takes the time to pick up his knocked off helmet and puts it back on before facing Goblin. **_"Just what are you blabbing about, Osborn? Why are you doing all of this?"_** He asked, still greatly confused on Goblin's reasons and goals.

 **BGM-Megaman ZX Advent OST-The Chosen One (Theme of Albert)**

Goblin stops laughing before he suddenly gets serious so he can answer his 'son's' question. **_"I wanted to know what it meant to be the ultimate…"_** He started talking to both Peter and Salem. **_"To be at evolution's extreme…as the king of the new world, but above all as a scientist. At evolution's extreme…there is emptiness and misery. Man will eventually begin to fight again. For peace…for righteousness…Man will continue to find ways to justify fighting. I've come to understand that nothing can come of this world…but an empty, miserable future…"_**

 ** _So, you just decided to make yourself ruler…!?"_** Red Joker Spider-Man asked the mad king.

 ** _"_** ** _Ruler? No, no, no…Talk about a life of emptiness…"_** Goblin stares into the dark skies above his arena. **_"I am trying to create a new world. I want to bring new life into the world and protect its future. The worlds that we live in itself are defective. Before a new world can be made, our worlds must be reset. That's where the ultimate power of my Oz formula comes in. We have already decided the fate of our worlds as their gods."_**

 ** _"_** ** _We?"_** Spider-Man noticed what he said with that last sentence.

Using his powers, Goblin teleports himself, Spider-Man, and Salem to one of the worlds he infected. Earth-928 to be exact, the future world of Earth in the year of 2099. "Huh? Where are we?" Salem asked while looking around the area inside her energy containment, as all three individuals are floating in mid-air above the huge skyscrapers.

 ** _"_** ** _We are at Earth-928. The first world I infected with the Oz formula. Look, Peter."_** Goblin points Spidey to below ground and he sees all the people that have been infected by the Oz formula, but instead of terror across the streets Peter might've expected, he is surprised to see them all act so normal, so happy, despite all looking like goblins.

Using his powers again, Goblin teleports themselves to the infected Earth-90214, where everything looks like something out of the 1930s, but just like before, the goblins here are all happy with no crime in sight and just enjoying themselves to the fullest. **_"You see, Peter. It's because of us. Both our DNA combined into one, has helped saved these worlds…"_** Goblin then teleports themselves to Ryu's world, where Peter sees Ken Master and his family laughing and playing together despite being infected. **_"No more crime…"_** He then teleports themselves to Zero's world, getting the same results as before. ** _"No more wars…"_** They then find themselves at Earth-982. ** _"No more deaths in the family…"_** He said as they find themselves at Earth-65. **_"All life has been reborn into the ultimate, dominating race in each world. We have evolved to the utter extreme to become something greater than we were before. We owe our new existence to you. We both have helped changed the destinies of these worlds as their gods. But the only way to achieve ultimate perfection. To achieve limitless evolution. We need you to join us."_** He said to Peter, as the two stare at each other's faces. **_"Join me Peter…"_** Goblin reaches his right hand out for Peter to shake hands with. **_"With you by our side, you can help guide us to perfect unity. This is the only way to survive and overcome any more outwardly threats that dare to challenge us. You must understand. This is for our survival."_**

Salem turns to Peter, wondering what the boy's answer would be. Peter takes a quick glance at Goblin's hand before depressingly turning his head towards this world's version of New York City. Part of his mind WANTS to join Goblin, because he doesn't want to see any more suffering happen to him or to anyone else in any world. Peter has always dreamed of wanting to change the world with science too, and this might be the big chance he's waiting for, but then images of his friends and family pour into his mind, remembering all the good times he had with them and would never want to leave them, no matter what happens, so Peter's final answer to Goblin is…

 **BGM End**

 ** _"_** ** _No."_** Spidey simply answered him.

"What?!" Both Goblin, and surprisingly Salem, are both taken back that he denied such a request to become a god of everything.

 ** _"_** ** _Even if we did make this world, the people themselves make their own destinies. Their own futures…"_** Peter said as he turns to Goblin with a serious face from his helmet. **_"Or we won't treasure the world we got, we'll take it for granted. Struggling. Really earning it. That's the only way in creating a new world. Taking shortcuts like these won't accomplish anything except make us look weaker in comparison. And besides, I make it rule not to partner with anyone green, or you know, psychotic."_** Spidey explained his own reasons of not wanting to join Goblin's ranks as his heir to a brand, new world.

While Salem is absolutely speechless and tries to wonder if he's a fool or not for not taking such a request, Goblin, looking menacingly serious, pulls back his arm and teleports everyone back to the Holy Summit Colosseum arena. **_"Parker. What a shame…You had the abilities and potential to become like me, to become greater than both I and Salem even."_**

 ** _"_** ** _You really think I'm gonna work with the guy who not only VIOLATED my privacy by stealing my DNA, but also wants to destroy all reality simply because he believes he was destined to rule it?"_** Spidey asked the Goblin King.

 ** _"_** ** _You'll regret not joining the family, Parker. Not following your father's wishes."_** Goblin retorted.

 ** _"_** ** _No! Your goblins aren't my real family! My Aunt May! My friends! They are my real family! Those who cares about me, faults and all! And for the last time, you are not my father! Ben Parker is my dad! He raised me as his own son and turned me into who I am today! I determine my own destiny, and I plan to keep it that way!"_** Spider-Man said to Osborn to get it through his thick skull that he belongs with his friends, not with insane morons like Goblin, or even Salem for that matter.

Goblin snarled at the boy, as part of his plan 'sort of' failed. **_"Ultimate, ignorant defective trash. You denied the opportunity of a lifetime…"_** He said as the rocks on the ground start to levitate and the entire arena shakes violently from Goblin's growing anger and power. **_"It doesn't matter now. Now that my plan is finished, you are no longer of use to me anyways…There can only be one ultimate god in this world…ME!"_** Goblin starts powering up intensely and painfully, creating a gigantic purple storm that envelops only him, almost blowing away Spider-Man and the enslaved Salem by the throne.

"Oh no…He's powering up to THAT form again." Salem said to herself, sweating a bit from her face, re-experiencing the bad memories from the time Goblin showed at her doorstep.

 **BGM-Sonic Rush Adventure OST-Boss- Big Swell**

The purple storm that enveloped Goblin disappears into thin air, with Spider-Man and Salem staring at Goblin's new form. This new Goblin now has rough, dark skin made of purple molten lava and has purple magma flowing through the line openings all across his entire body, with the same four, dark gems that contains the power of the maidens still stuck in their same position as before. He now has purple-and-dark wings sprouting from his back, and most notably, sharing skin features that could only be found on Grimm, like the bone-like spines along his body, and an external white skull on his head, making him look more menacing than any other Grimm in existence. Goblin surrounds himself in a dark purple, godly aura and roars loudly to the heavens for all of Remnant to hear, causing earthquakes and tornados from just his voice.

 _"_ _This…This beast. Where have I seen it before?"_ Spidey asked himself in his thoughts before he remembers back to this weird dreams he had all those months ago when he first arrived to Remnant. _"Wait. Now I remember. Those dreams from before. They must have been visions of the future. So, everything up until now have been leading to this moment, huh?"_ He asked himself before he hears the Goblin laugh in front of him.

 ** _"_** ** _Have good look at my new power, Parker. Power that you might've gained if you joined me, but alas, as usual, you continue to be defiant."_** Goblin said to Spidey, as the webhead gets ready for battle. **_"For the last moments of your insignificant life, you may refer to me as the Dark Demogoblin: The Ultimate God of Creation and Destruction! Now, Spider-Man…You will be destroyed along with the rest of this decayed world! BRING IT ON!"_**

 ** _"_** ** _I don't care what you're called, this end NOWS!"_** Red Joker Spider-Man powers up his crimson aura and dashes over to punch Demogoblin, only for him to disappear and reappear behind Peter, kicking him hard enough back to the throne where Salem was imprisoned beside, destroying it in the process. **_"W-What power…And with one attack…"_** Spidey said weakly, struggling to get up from the ground.

Dark Demogoblin then creates a vortex and disappears, turning into pure energy that forms into purple razor blade-like energy discs and starts violently attacking Spider-Man. **_"And his speed has increased as well…"_** Spidey said to himself, barely capable of defending himself from Goblin's new powers before being knocking back to the central arena by a purple flame ball from the reformed Demogoblin.

 **BGM End**

Spidey coughs from all the pain he had to endure just now and manages to get up from the ground with one knee. _"Guess I have no choice. I need to go all out if I want to even stand a chance. Just hope my body could handle the pressure."_ The spider hero said to himself in his mind before barely standing on his own two feet.

 ** _"_** ** _JARVIS, you listening?"_**

 _"_ _I am always here, sir."_ The British AI responded from within his armor.

 ** _"_** ** _I want you to unlock all power inhibitors."_** Spidey asked Tony's AI.

 _"_ _Sir, but are you sure-?"_

 ** _"_** ** _Just do it!"_** Spider-Man said as he then finds himself fighting against the Dark Demogoblin again, but barely holding his own, even in his Red Joker form.

 ** _"_** ** _I don't know what you're planning, Spider, but I'll make sure I'll end you before it happens!"_** Goblin said while rapid firing his punches at Spider's defense.

 ** _"_** ** _You really don't want to stay in the suspense, do you?"_** Spidey quipped while being pushed back.

 ** _"_** ** _There's your annoying sense of quips and jokes again! I'm getting really sick of them!"_** Goblin said before firing numerous fireballs at Spidey.

 ** _"_** ** _Says the guy who wanted me to be his heir? What were you expecting from me?"_** Spidey retorted while creating a web shield to protect himself from Goblin's assault.

 _"_ _ISO meter at maximum percentage 999.9%. Accessing ISO-Great Web Serve level 12…"_ JARVIS started talking through the armor.

As he does, Goblin starts to surround Spider-Man in a huge, floating boulder he conjured up from nothing, catching him inside the rock as it starts to float into the sky. **_"I look forward in destroying your world, but not before I destroy you first!"_** Goblin said, slowly crushing the captive Spider-Man in the huge boulder by simply willing it to be crushed with his hand.

 _"_ _Access complete."_ JARVIS finally finished accessing the server, so Peter could use all the power his ISO-Totem Armor can muster up.

From outside the boulder, both Goblin and Salem sees it start to rumble and shake badly, as something from inside is causing it to slowly break apart from just a powerful combined roar of a human and a spider. **_"I WILL LET NOT LET YOU DESTROY MY WOOOOORLD!"_**

 **BGM-Dragon Ball Super OST-Ultimate Battle**

Breaking free from inside the massive boulder, Spider-Man, now using the full power of his Black Ace form, hovers in the air as he takes out his ISO-web blade to combat Goblin.

The Dark Demogoblin lets out a monstrous roar as he too takes out his own blade, the Demon Hellfire, and flies right up to the sky and clashes his flame sword with Spider-Man's as they battle in the skies all around the Neo-Oz Carrier itself at light speed, leaving nothing but milliseconds of their clashes visible to anyone in the area.

* * *

During their fight with Madame Hydra, Venom, Cinder, llia, and Black notice the intense battle going up in the sky and could barely keep up with the motion. "What the? What's going on?" Cinder asked as they all stop fighting to try and observe the fighting above their heads.

 ** _"_** ** _We think it's the Spider and Goblin, but that can't be right. The power they're releasing is unreal and just plain chaotic."_** Venom responded, as he too has no idea what's really going on.

The Demogoblin lets out another massive roar as he and Spider-Man continue their sword battle in the sky while unleashing all of their attacks at one another, countering each other blow for blow, causing huge explosions that take up the entire sky, shaking the planet itself as they continue to clash intensely as they make their way all the way to space.

Even with her highly tech out goggles meant for thieving and spotting speedsters if the time came, not even Black Cat can keep up the speed Spidey and Goblin are reaching. "So fast…" She said as she takes off her goggles to wipe her eyes. "Is anyone following this?" She asked.

"Nope. Totally lost." Llia said while still staring out into space.

* * *

Now the two arch-rivals bring their battle to the vastness of space, which is also starting to crumble badly thanks to the Reality Storm, where they continue colliding fists and sword swings at each other, with the Goblin laughing insanely from all of this. **_"I am really getting sick of that laugh!"_** Spidey said, landing a punch on Demogoblin's face before he responds with the same action. **_"Laugh at this, you purple troll!"_** He said while trying to land a sword swing at Goblin.

 ** _"_** ** _What's more funny than you trying to be a threat?"_** Goblin asked as Spidey keeps disappearing left and right, confusing Goblin long enough to find the Black Ace Webhead powering up a huge, powerful, blue Shin Hadoken.

 **BGM End**

 ** _"_** ** _THIS!"_** Spider-Man lets out a powerful, dual voice roar filled with part man, part beast, unleashing his Shin Hadoken right at the caught off-guard Goblin.

* * *

Back at the Neo-Oz Carrier, Salem is watching the huge blast all the way back at her captivity at the HSC arena. "The boy been hiding THIS much power?!" She asked herself stunned and shocked.

* * *

Back in space, Goblin could do nothing but scream out in pain as the enormous blast envelops him as a whole, causing a huge explosion in space for everyone on Remnant to see, especially those at Vale, with the fighting there temporarily stopped to stare at the explosion.

"By Odin's Beard!" Thor shouted in the air while watching the explosion.

* * *

Back in space, Spider-Man exhausted practically all of his power in that one blast, panting heavily as the dust in space settles, where Goblin is nowhere in sight. **_"Oh you got to be kidding me? Where is he?"_** Spidey asked himself, just as his spider-sense tingles to prompt him something kicking him hard in the back, sending him crashing all the way to the deactivated Ultron moon. **_"Found him…"_** Peter said weakly before his spider senses tingles him to Goblin flying at mach speed towards the moon, releasing a devastating punch that, believe or not, destroyed the entire moon into tiny moon rocks that are floating in space.

Thankfully for Spider-Man, he was able to escape the destruction of the moon just in time, finding himself floating in space next to Remnant. Spidey growled, **_"That show-off. He destroyed the moon just to flaunt his own power to the rest of the world."_** He presumed. With the use of his spider sense, Peter teleports away from an incoming sword swing that was about to slash his back off.

 ** _"_** ** _What the? Where did he go?"_** Goblin asked himself, before getting kicked in the face, knocking him all the way back to the HSC arena before he regains his bearings by floating above the arena. He then snarled, **_"Now where is he?"_** Goblin asked while looking around his area.

From her placement and spot, Salem looks up to the skies and is stunned to see something flying back from space at light speed. Goblin then decided to look back up to the sky, only a split second later, a lightning fast Spider-Man delivers a powerful overhead axe kick to his head, knocking the Goblin all the back to the grounds of his stadium, causing a huge eruption to shake the entire stadium from just the force of that attack.

As the dust slowly settles from the arena, Spider-Man barely descends back down to the ground, panting heavier than he did before, and getting weaker by the second, but can still sense Goblin is not down for the count. **_"I have all this power…"_** He starts to look ahead to find the silhouette of the Dark Demogoblin standing within the dust clouds. **_"And it still doesn't work, huh?"_** He said weakly as the Goblin exits from the dust, with little scratches and bruises all around his body. **_"But even still…I can't give up…"_** He stands up correctly to face Goblin again, despite the difference in their power. **_"I have to…FIGHT!"_** He powers up his godly blue aura to show Goblin he's not down for the count just yet, earning a smile from the destroyer of worlds.

"The boy's insane if he still thinks he can win." Salem said from her bubble. "Goblin has WAY more power than he's letting on thanks to his ISO-Oz Sapphire. He cannot win. It's hopeless." She said, thinking it's all over.

* * *

Back somewhere else inside the HSC, the battle between Team RWBYP and the infected Spiders are coming to a close, with Spider-Man Noir and Spider-Girl already down, and the masks of Team RWBYP are torn apart from their faces.

"I…don't know…how long we can keep this up." Ruby said all weak and tired.

"These guys are definitely no pushovers." Blake said.

"Not to mention they're about as annoying as our Spidey with the jokes." Weiss said before she gets into a fight with Spider-Woman.

Meanwhile, Yang is currently in a brawl with Spider-Man 2099, barely keeping up with his speed and agility. "Can't you stay still so I can hit you already?" She asked annoyed from all of his dodging and using his Accelerated Decoys.

"Shock no!" Spidey 2099 replied before kicking her in the face, knocking her down to the ground. "Sorry, blondie, but I'm a lot faster than the Spider-Man you're used to, and with my accelerated visions and decoys, I can't be touched. Not ever." He said before getting knocked down by a repulsor blast to the back by Mary Jane, using the gauntlets Peter gave to her as protection.

"You still like to talk as much as the original." MJ said.

"Oo, nice shot, Mary Jane." Aunt May said as she walks up to her.

"Thanks."

"MJ! Mrs. Parker!" Weiss said before knocking the wind out of Spider-Woman, finally defeating all of the infected Spiders, with Blake immediately attaching each of them with the Goblin-Eraser Tracers Peter gave them before the mission. "You two are okay!"

"As okay that I'll ever be here." MJ replied.

"You girls must hurry and help Peter. He's currently fighting Goblin as we speak." Aunt May said to the girls.

"But we can't just leave you two here. I doubt these four will wake up anytime soon." Yang points to the defeated Spiders on the floor.

Luckily, Ruby gets a call from none other than Cinder Fall through her Webware. "Cinder?! What's going on?" She asked her.

 _"_ _We just beaten Madame Hydra and are headed your way."_ Cinder replied.

"Good. We have Mary Jane Watson and Spider-Man's Aunt with us. Come and pick them up while we go help Spider-Man." Ruby ordered her former enemy turned temporarily ally.

 _"_ _Fine. Whatever."_ Cinder said begrudgingly since she's hardly the babysitting type but agrees anyways since it is Spidey's family and she does owe him one.

"The others will come here any second now. Stay here while we go help Peter." Ruby said to MJ and Aunt May.

"Right. Good luck." MJ said before Team RWBYP runs with all their might to make their way to the central arena.

* * *

 **Holy Summit Colosseum Arena**

 **BGM-Megaman X8 OST-VS Sigma**

Back at the central arena of the HSC, Black Ace Spider-Man is being utterly trashed by the Dark Demogoblin's dark power and strength, being thrown around like a ragdoll, barely standing up to Goblin's intense abilities. As Spidey is about to get himself up from the ground, Goblin teleports himself in front of Peter. **_"IT'S ALL OVER!"_** He said, grabbing Peter by his face and start crushing his head while holding him in the air. **_"WALLOW IN DESPAIR AND HOPELESSNESS! The plan to destroy the world you so love is FINALLY coming to fruition! I shed no tears for you and your kind! Hahahahaha! It will all be over soon!"_**

 ** _"_** ** _Even if you are some 'father of destinies' and that evolution is the key to our survival…"_** Spidey struggled to speak while being choked and crushed. **_"I won't give up until I've put a stop to your evil scheme!"_**

Just before Goblin could finish Peter off, he is knocked back by a few sword swings from the timely arrival of Team RWBYP. "Hey, are we late?" Ruby quipped with a smile.

"That child…" The captive Salem looks at Ruby and her silver eyes closely before realizing who she is. "Her eyes, they are silver. You're telling me she's one of them?" She asked with slight surprise in her voice, alluding to something she has full information on.

 ** _"_** ** _Ruby! Everyone! You're here, but where's Aunt May and MJ?"_** Spidey asked as he gets up from the ground.

"Don't worry about them. We've got business to take care of here!" Yang said, as all five members of Team RWBYP get into fighting shape to confront the chuckling from the Dark Demogoblin.

 ** _"_** ** _What's this? Your friends arrived, eh?"_** Goblin asked them with an evil grin.

"We're more than his friends! We're his family!" Weiss corrected him.

"And we're gonna teach you what happens when you mess with family!" Blake shouted.

 ** _"_** ** _Ha ha ha! Same difference, but it is no matter! You are all powerless in the face of the ruler of the new world! POWERLESS!"_** Goblin starts powering up aura and sword again in a wild fashion. **_"I'LL FINISH YOU!"_** He roared out to the sky before charging at team with his Demon Hellfire blade. **_"TIME FOR A LESSON!"_** He swings his sword all crazy-like and unpredictable for the team, knocking them all away.

Thankfully, he blown away Spidey and Weiss together, prompting them for a team attack. "Just like last time! Ready?" She asked the black ace hero.

 ** _"_** ** _Roger!"_** Spidey said, as the two of them combine their summons to recreate the giant Arma Spider summon, using its many swords to take a swing at Goblin, but the mad tyrant summons giant shadow hands to grab the swords effortlessly.

 ** _"_** ** _USELESS!"_** Goblin said before cutting off the arms and swords of the giant summon, breaking apart the summon all together. He then sees Blake running up towards him while firing her plasma shots from her gun. **_"THIS IS FOR YOU!"_** He grinned while firing off flame lasers from his eyes, knocking away Blake across the arena while burning a good chunk of the arena, leaving fires everywhere.

As the Goblin hovers in the air with a grin, he is punched back to the ground by Yang in her Hard-Light Armor. "I've been meaning to try this one!" She punches the Goblin right in his midsection, before using her other free hand to perform a 2-hitting finishing uppercut. "Shin Shoryuken! Complements from Ryu!" She said while launching Goblin to the air, with Ruby already up there waiting for him, coming down from the air with a slice to the chest, knocking him back down to the arena.

 ** _"_** ** _I am not done yet, fools! This is only the beginning!"_** Goblin said before he goes laughing again, as if nothing happened.

 ** _"_** ** _And here I thought it was ending."_** Spidey quipped before he and the other girls continue fighting against Goblin.

 **BGM End**

* * *

 **Universe-000**

The Master Weaver and the Gatekeeper, now joined by Madame Web, continue observing the battle between Team RWBYP and Goblin. "It's as I feared…His fate has been only delayed but slightly." Madame Web spoke up.

 ** _"_** ** _It would seem that all hope is about lost."_** The Gatekeeper said.

 _"_ _Hmmm…"_ The Master Weaver said nothing as they continue watching the battle unfold.

* * *

 **HSC Arena**

 **BGM-Bleach OST-Emergence of the Haunted**

Back at the floating arena, the battle between Team RWBYP and the Dark Demogoblin intensifies to new heights, starting with Goblin blasting all four girls to the arena grounds before Spidey manipulates the gravity for them, keeping them in a gravity bubble that allows them to fly for a short amount of time.

They fly right into the air, and before Goblin could have another whack at them, Black Ace Spider-Man kicks him away before he does so. As Spidey charges up an energy blast with both hands, Goblin traps the boy in a small black stasis bubble, leaving he and the girls to clash weapons once again, this time in the air, but Goblin's superior strength and technique proves too much for the girls, blasting them through the grounds of the arena with Goblin chasing after them. Thankfully, Spidey broke free from his stasis bubble and flies right back down to help the girls.

Now outside the other end of the entire stadium, the girls regain their bearings and proceed to fly right back to the arena, only to find themselves clashing with Goblin once again, with the mad tyrant teleporting above them and blasting them to the surface of the Neo-Oz Carrier. While the Goblin floats there, thinking he's won, he is caught off guard by an energy blast coming from Spider-Man, knocking him to the halls of his stadium with Spidey in hot pursuit. Goblin regains his own bearings just in time to deflect the incoming pellet shots from Spidey before he teleports away from an incoming kick to the face. With no other option left, Spidey powers up his wings and goes light speed, searching all over the stadium in seconds before he finds Goblin and knocks him away with a few kicks and sword swings, knocking him outside the stadium with the persistent webhead on his tail.

Still in light speed, Spidey throws a punch at Goblin, only for the demon king to teleport and reappear right behind him, kicking him to the side of the stadium, with Peter sticking to the wall before he finds Goblin at light speed as well, chasing after him along with the girls a few seconds later, who have just recovered and on hot pursuit in the air. Spidey prepares a blast onto Goblin as they all ascend and circle around the outside walls of the entire stadium, but he sees the girls in his line of fire as they fight Goblin, so he powers down the blast. All six combatants then go all out with their attacks, unleashing a devastating assault at their enemies while destroying the outer hull of the entire stadium, maybe the stadium itself. Thankfully, the heroes slowly managed to overcome Osborn, finding themselves flying above the devastated arena.

 ** _"_** ** _NOW!"_** Spidey shouted, prompting them to team attack Goblin all at once. In the air, Ruby uses her dual-wielding scythes to attack Goblin, knocking him to Weiss who unleashes the Spell of Vishanti onto him, sending him flying to a couple of Blake's clones as they gang up on him, with Yang delivering an aura-filled punched to the face, knocking the Goblin back to the grounds of his arena. All five teens land back to the ground as well, powering an energy ball attacks before launching and combining them at Osborn, keeping him stuck in a huge, artificial black hole.

"GO FOR IT!" The girls shouted at Spidey to finish the attack.

Spidey takes out his ISO-Web Saber in his right hand and gets ready to slice and dice. **_"Black End…"_** He fires up his blue wings and flies and slashes through the black hole at light speed. **_"Nexus!"_** He finished his previous line, floating like a badass behind the exploding black hole as it dissipates into a bright light.

 **BGM End**

Even with all the power he had gained, the combined force of Team RWBYP proved to be more troublesome than he led to believe, sending the Dark Demogoblin right smack to a wall before he falls flat on his face, struggling to get up for a second before seemingly falling unconscious. With the Goblin down for just a moment, the energy bubble that was trapping Salem disappears, freeing her from her captivity.

"We did it!" Yang said with a fist bump to the air.

"Not yet!" Blake corrected her.

"Spidey, the cure!" Ruby shouted at him.

 ** _"_** ** _I'm on it!"_** Spidey shoots out multiple of his tracers onto Goblin's body to hopefully cure him of the Oz formula, but it appears to have no effect on him at all. **_"It's not working…"_** Spidey said, almost out of breath from using too much power during the fight, pushing his body to its utter limits.

All of Team RWBYP and the released Salem hear a small laughter coming from Goblin, who slowly gets up from the ground while burning away the toys on his body. **_"Fools! Your trinkets are useless against me! My own heart and soul is too corrupt and stubborn to be cured! I am, and forever will be, the Goblin King!"_** He declared before he laughs himself insanely.

"Oh like the cure would've make a difference any ways, since you're just as ugly looking and corrupt as a human." Weiss said.

Just as Goblin powers up a dark fireball, with the intention in finishing off the weakened heroes and Salem, he is hit by a barrage of machine gun fire and missiles to the face, finding himself enveloped in an explosion.

 ** _"_** ** _Who did…"_** Spidey and the others turn around to see one of Goblin's fighter Quinjets hovering and descending to their location, and as the hanger doors open, they see Mary Jane and Cinder with the Aunt May, Venom, Black Cat, llia, and the unconscious, cured Spiders from the other dimensions.

"Hey guys! Was I a good shot or what?" MJ asked with a smirk.

"Cinder? What are you doing here?" Salem speaks up to see Cinder working together with the heroes.

"It's a long story." Cinder replied to her master.

 **BGM-Sonic Rush OST-** **Bomber Barbara (Part 2)**

Thanks to the battle, the entire Holy Summit is exploding and crashing down to the oceans below at an alarming rate. **_"Come on! We have to get out of here before this place blows to smithereens!"_** Venom said, prompting the others to start heading inside the Quinjet.

Everyone but Spider-Man have entered the Quinjet, but just before he could run up to the hanger doors, he is knocked to the ground by a fireball. "Spider!" Black Cat shouted in great concern for his well-being.

 ** _"_** ** _PARKER…!"_**

Spidey gets up from the ground and find the Dark Demogoblin walking through the smoke to meet with the weakened hero. **_"You've been a thorn in my side for too long! You've pestered me as Spider-Man! RUINED MY LIFE AS PETER PARKER…"_** He then starts laughing insanely. **_"Well, it all ends TONIGHT!"_** He charges at Spidey and tries to choke hold him, but he is knocked to the ground before he immediately gets up and gets stuck in a palm clash with Spider-Man.

"Spider-Man!" Ruby shouts to him from the Quinjet, about to run out of the Quinjet before Spidey stops her.

 ** _"_** ** _No! Stay away! Get back to the Quinjet and get out of here! I'll be right behind you!"_** Spider-Man told her while still clashing hands with Osborn.

"But-!"

 ** _"_** ** _JUST DO IT!"_** Spidey said before punching Goblin in the face.

Wasting no time, Cinder grabs Ruby's right arm. "Listen to him! He knows what he's doing! Come on!" She drags Ruby back to the Quinjet as its about to take off to the skies, leaving Spider-Man and Goblin to the exploding Holy Summit Stadium.

 _"_ _I really hope this works!"_ Spider-Man said in his thoughts before he clashes against Osborn on the exploding platform.

 **BGM End**

* * *

 **Above Sea**

The heroes that have escaped from the exploding Holy Summit Stadium make their way to Vale on a Quinjet as they watch the colosseum fall to the ocean, creating a huge explosion that creates huge waves.

"Is…Is he…" Ruby looks at the explosion from the window, with fear overtaking her, thinking that Spider-Man was caught in the blast.

"I seriously doubt it." MJ said to comfort her.

"If I now my nephew, he's bound to perform the impossible at the last moment." Aunt May said while sitting beside llia on a chair.

 ** _"_** ** _Yeah. That's what makes him so annoying."_** Venom added while seating across from the other, unconscious Spiders.

Somehow, Salem senses something in the air with whatever strange powers she has in her disposal. "What's wrong?" Cinder asked her master if something's the matter.

"I feel a strange disturbance closing by…" Salem answered her.

 **BGM-Sonic Adventure 2 OST-SA2 in the Groove**

And right on que, a bright light appears inside the ship, prompting everyone to shield their eyes and move away from the light. After a few seconds, everyone on board turns their attention back to where the light was coming from and finds Spider-Man, badly beaten and without his armor, laying down on the ground unconscious.

"Spider-Man!" Everyone on the ship said at the same time, with MJ and Yang helping him up to his feet.

"How did you escape?" Weiss asked him, thinking it was impossible for him to escape from that exploding stadium in the condition he was in.

"What…don't tell me you haven't tried warping time and space with your glyphs and the ISO-8…? Though I might not recommend it, since you might have to leave some of your clothing behind like my armor, and part of my own costume…but it was worth it…Now excuse me, I want to pass out." Spidey still joked even in his weakened state.

"Still a jokester, aren't you?" Blake asked him with a smile.

"You love that about me, you know you do." Spidey said before turning to Salem. "Hey, Salami…you're not going to try and kill us since we rescued you, right?" He asked the witch.

"Keep making fun of me and I just might." Salem threatened him while crossing her arms. She then takes another look at the Spider, and a small smile forms on her face. "You…weren't half bad, Spider. You have my thanks for saving my life." She thanked one of her many enemies, which might be a first in her lifetime.

"Is it wrong to feel uncomfortable when that's coming from you?" Spidey asked the witch.

"Not at all." Salem replied.

"So where's Goblin?" llia asked the spider hero.

"I doubt he's down for the count. That guy's as stubborn as a mule and a Hulk combined. He's probably somewhere sitting in the ocean floor planning his next attack." Black Cat presumed to the think, knowing that Goblin is still alive.

"Let's head back to Vale and regroup. Hopefully Jaune and the others have finished their assignments back on the Neo-Oz Carrier." Ruby said as she walks across the Quinjet.

 **BGM-Spider-Man: Edge of Time OST-The Death of Spidey**

Just as they appear above the city of Vale, the Quinjet is attacked from the behind by savage attacks. "What was that?!" MJ shouted as she turns to the hanger doors, hearing loud pounding from outside until it is ripped open by the Dark Demogoblin King, surrounding himself in purple flames and roaring loudly.

"Oh, can't you just give up already, you washed up reject of a king?" Spidey said, tired of Osborn and his ugly mug.

Having enough of Peter's smart mouth, Goblin extends his arm and punches Peter to the wall of the ship, using his aura to create tentacles and grabs everyone else on the ship except for the Spiders, squeezing them harshly until they die. "OSBORN! NO!" Spidey shouted to the mad king.

"S-Spidey…" Ruby struggled to speak as Osborn chokes the very life out of everyone, Cinder and Salem included.

The Goblin King crazily laughs at Spidey's helpless state to save anyone or even himself. Peter knows he barely has any strength to fight as he used up all of his power when used the full potential of his armor, but now that's gone, and his webbing isn't working either, both organic and web shooters. Even though he can't fight, Peter manages to summon a bit of his strength to stand up to face the laughing Goblin. "What's the plan, Osborn? I'm dying to know…what next?" Peter started talking, getting Goblin all quiet. "You kill them, then you kill me, but then what next? Your son YOU killed won't _magically_ come back to life!" The kid said, starting to anger Osborn as he continues talking. "Your world as a captain of industry won't _magically_ go back to the way it was, no matter how hard you try to recreate the world! And your hair…won't magically come…into fashion." He said, getting weaker in strength, but it was enough for Goblin to get angry enough from his mocking and taunts, throwing his captives back inside the ship, knocking most of them unconscious as he turns his fiery attention over to Peter.

 ** _"_** ** _But you'll be dead. That's all that matters!"_** Goblin said with a grin showing his teeth.

"Well, yeah…There is that…" Peter said, before getting kicked in the face by Goblin. "C'mon, Spidey…Hold it together…Just another few seconds…To get your strength back." He said as he tries to crawl away from Goblin, only for the demon to grab him by a hug strong enough so Peter won't break free. Thankfully, with some luck, Spidey manages to shoot some of his organic webbing at Osborn's face, distracting him long enough to backflip kick him off and landing on the ground.

"P-Peter…"

Spidey turns his head over to Ruby, is barely conscious.

Goblin manages to rip apart the webbing on his face before growling loudly at Peter. **_"RRRAAAAGGGGHHH!"_** He let out a mighty roar at Peter.

Peter looks at his right fist before turning back to Ruby and the other knocked heroes. "Peter…please don't." Ruby pleads to him not to do anything reckless, but she can feel it deep within her heart, from what she's been told, from the vision she had before in her sleep, that he's gonna do what he's gonna do.

The Dark Demogoblin roars monstrously, charging at Spider-Man to finally end him, with Spidey screams loudly, charging at Goblin with a strong, right hook to his face, knocking the both of them from the destroyed hanger doors and falling outside towards the city of Vale.

Ruby manages to gather enough strength to run up to the edge of the ship and sees them falling down at an alarming rate. "Peter! PETERRRRRRRRR!" She yells out her soul as she sees Spidey and Goblin falling together.

As they fall, Peter uses Goblin's fist to hit the mad tyrant in the face. "Stop hitting yourself! Stop hitting yourself!" He repeated as he sees below him the rebuilt Schnee Dust Company building in Vale that was on fire when he first arrived at Remnant, the same place he saved Weiss all those months ago. _"Got to stir him there!"_ He said in his thoughts before his right arm is dislocated by the Goblin.

 ** _"_** ** _Use your head, Parker!"_** Goblin said to him, wanting to say he can't beat him.

"Good idea!" Spidey head-butts Goblin on his external skull, causing him to roar out in pain and grab a hold of Spider-Man's face. "Bad idea! Bad idea!" He still joked, even when he's about to die.

 ** _"_** ** _I am sick of you and your entire existence! THIS IS THE DAY YOU DIE, SPIDER-MAN!"_** Goblin shouted, using his fire powers to start heating up Peter's entire body, causing him to burst in flames as he screams intensely.

Even though his entire body is being burnt to a crisp, Spider-Man still fights back through all the pain, surprising the heck out of Goblin. "And this is the day you shut up!" With the last of his dying strength, Spidey uses his burning left arm and punches Goblin square in the face, successfully allowing them to fall on top of the Schnee Company building, crashing through floor after floor, explosion after explosion, with the entire building collapsing on the two as it did, catching the attention of Lisa Lavender of the Vale News Network and her crew who are filming the entire battle of Vale on their helicopter.

 **BGM End**

Back on the Quinjet, with the auto-pilot damaged during the little skirmish, the ship is losing altitude. Just as Ruby was about to try and land the ship, the Spider-Man of the year 2099 immediately wakes up. "Hold on! Let me try!" Spidey 2099 said to Ruby, doing whatever he can on the pilot's seat and barely manages to land the Quinjet somewhere close to where both Spider-Man Prime and Goblin crashed to. "Whew. We're still alive. Now if I only knew what is going on?" Spidey 2099 asked, having extremely vague memories of what he was doing while he was infected.

"You're not the only one."

Spidey 2099 turns around to see the other Spiders have woken up. "Sup!" Spider-Girl casually waved at the future Spider.

"O…kay. This is really awkward." Spider-Gwen said, not knowing how to process three other Spideys in the same area. "Can someone care to explain to me why there are three different versions of me?" She asked.

"I don't know, but I have this strange headache. Like a part of me just died for some reason." Spider-Man Noir said while touching his head.

"Me too." Spider-Girl agreed, as well as the other two Spideys.

 ** _"_** ** _Ah great. You four are awake."_** Venom spoke up from behind him.

"You're not my Venom." Spidey 2099 said to him.

 ** _"_** ** _And you aren't our Spider."_** Venom spoke up.

"There's a fifth one?" Spider-Gwen asked.

 ** _"_** ** _WAS a fifth one."_** Venom said, pointing the Spiders to the members of Team RWBYP, llia, Black Cat, MJ, Aunt May, Cinder, and Salem where they try to get rid of the rubble that buried their Spider-Man to the ground.

"No, no, no, no, no! He-He has to be! He has to!" Ruby said desperately while getting rid of the rubble, with Mary Jane too stunned and petrified to do anything except shed a few tears from her face.

"He's survived worse! There's no way!" Weiss said, trying to use her glyphs to get rid of some of the rubble but is too weak to do so.

"We shouldn't have let him do anything so reckless! What were we thinking?!" Blake shouted while trying to fight back the tears while llia comforts a crying Aunt May.

"Damn it! Damn it! Damn it!" Yang repeatedly punches the rocks before breaking out in tears, with Black Cat comforting her by her side, as she's too sadden by Spidey's presumed death.

"He's not…He can't…" Ruby stares at the rubble, still trying to find a sign of Peter being alive until Cinder stops her from her shoulder, depressingly shaking her head to silently tell her he's gone, prompting Ruby to kneel down to the ground and start crying loudly.

Salem is the only one who doesn't seem that hurt that Spider-Man is gone, as she is approached by the other Spiders and Venom. "So the part we felt die within our heart was another Spider?" Spider-Man Noir asked Salem.

"That seems to be the most logical conclusion." Salem answered him.

"And we were part of the mess that led to this in the first place? Shock it all!" Spider-Man 2099 cursed with his own slang.

While everyone around the area is crying, they all hear something moving from inside the rubble. "Peter…" Ruby said with some hope in her heart.

 **BGM-Dragon Ball Super OST-Goku Black Theme**

Unfortunately for her, and for rest of the world, it was not Spider-Man, but instead it was the Dark Demogoblin that rises from the destroyed Schnee Company building and is now floating in the air next to the Vale News Network helicopter and starts laughing harder than he has ever before in his entire life. **_"PEOPLE OF REMNANT, I HAVE THE DIREST OF NEWS!"_** He started talking, prompting Lisa and her co-host to bring out their cameras to broadcast to the entire world of what Goblin has to say. **_"YOU…HAVE ALL FAILED! I…HAVE FINALLY WON! ALAS, THE GREAT GOBLIN KING…HAS FINALLY DEFEATED HIS GREATEST FOE!_** He said while showing off to the world what appears to be burnt and broken Spider-Man mask in his hands, shocking everyone in the world that was paying attention that Goblin has just killed their only beacon of hope as the dreaded Goblin laughs manically to the cameras, with all hope now destroyed, and his plans are about to be fulfilled.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Ruby Rose: Hi, the name's Ruby Rose. GOBLIN! We'll never forgive you for this! You hear me?!**

 **Goblin:** ** _Ooo, someone sounds angry. Did I touch a nerve? Did I kill your best friend? Did I do all of the above? AHAHAHAHA! Face it, child! The Spider is forever dead, and my conquest of the multiverse will begin in a short while! You are too late to stop me!_**

 **Ruby: It's never too late! We will avenge Peter and save our worlds, you green horned jerk!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Day of Reckoning (Part 3)-Avenging Spider-Man_**

 **Goblin:** ** _Ohohohoho! What's that strange, silver look in your eyes, child?_**

* * *

 **KFX here: And with that, we've come full circle with this story. Why I say that, go back and read the prologue chapter. But anyways ladies and gentlemen readers, according to my calculations, we have about 6 or 7 more chapters left until this story is finally done. Final battle's drawing near. Stay tuned.**


	81. Vol 3 Issue 24: Day of Reckoning(Part 3)

_Vol 3 Issue 24: Day of Reckoning (Part 3)-Avenging Spider-Man_

 **City of Vale (45 minutes until reality ends)**

 **BGM-Dragon Ball Super OST-Crushing Defeat**

The news about Spider-Man's death by the hands of the Goblin King took the entire world of Remnant by storm and shock. At Vale, Avengers like Captain America and Thor, Huntsmen teams like CFVY and SSSN were devastated and heartbroken when they heard the news, though those like Akuma and Raven remain calm and serious, with Raven looking at the floating and laughing Dark Demogoblin King with rage and anger developing her glare.

At Beacon, Glynda Goodwitch just simply falls on her knees and looks extremely sadden and stunned while staring afar to the flaming city, with Ozpin just simply looking away, mostly likely blaming himself for Peter's death.

Over at the Neo-Oz Carrier, the heroes there like Team JNPR and Hawkeye were plain at a loss for words, with the infected Sinister Six laughing manically to hear their worst enemy finally destroyed, angering the likes of Zero, Bucky Barnes, Red Hulk and Black Widow.

Even the faunus and the X-Men fighting over at Menagerie were shocked to hear the death of Spider-Man, with both Wolverine and Ghira being angrier than sad, especially Logan who looks like he's ready to tear house.

Even on Earth, the heroes that have been listening to the battle over at Remnant were devastated, with the likes of Tony Stark and the two other scientist heroes took a minute to stop working on the devices that would've saved their worlds to quietly mourn the loss of Spidey. Qrow, Winter, and the rest of the Fantastic Four that are on top of Avengers Tower were sadden to hear the news as well.

Even though everyone who heard the extremely upset news, this didn't stop Goblin from gloating to the Vale News Network cameras while laughing like a madman. **_"SEE? THIS IS WHAT HAPPENS TO FOOLS WHO CONTINUE TO DENY CHANGE AND EQUILIBRIUM!_** **_YOU YOURSELVES ARE TO BLAME FOR THE SPIDER FOOL'S DEATH! MY NEW WORLD WILL NEVER KNOW SUCH CASUALITIES AND DEVASTATION! IT WILL ALL BE IMPECCABLE AND PERFECT IN JUST A FEW MINUTES! EXTINSGISH ALL HOPE! DON'T EVEN BOTHER CLINGING TO DESPAIR! THE AGE OF MAN IS ENDING! THE AGE OF THE GOBLIN WILL SOON BEGIN!"_** Goblin proclaimed before he continues laughing like a madman and gesturing his arms out to the chaotic skies above.

 **BGM End**

Then, out of nowhere, Goblin is hit by a charged plasma shot to the back, though it left no scratch and didn't even make him move. The Goblin King stops laughing as he puts down his arms, slightly turning his head to the direction where the blast came from, and finds out it came from Ruby's gun-scythe. He sees her tears coming down her very angry face causing him to let out a small smirk. He immediately teleports to her and the other heroes that's with her location, causing a medium-sized explosion as he lands to the ground, sending everyone flying but they quickly gather their bearings.

 **BGM-Dragon Ball Z: Budokai Tenkaichi OST-Thrilling Theme**

 ** _"_** ** _I can sense that you all are in pain…"_** Goblin said, staring into the eyes of Team RWBYP, the other Spiders, llia, Mary Jane, Aunt May, Black Cat, Venom, Cinder, and Salem. **_"If you would just die, you could lessen that pain."_**

"Goblin…You…You monster!" Ruby shouted in anger while holding her scythe to her side. "We're gonna kill you!"

 ** _"_** ** _You're calling me a monster?"_** Dark Demogoblin asked before he starts laughing insanely as if it was a joke. **_"YOU'RE WRONG, I'M THE DEVIL HIMSELF!"_** He claimed before laughing again, angering the heroes more and more as he continues his sick laugh. **_"OH, it feels so GOOD to finally be free from that annoying bug! No more of his wisecracks or his constant antics, and especially that insufferable good cheer of his to plague my mind anymore! I feel like a new man! I can probably take down Galactus with just one hand if I could! Have you ever experienced something this satisfying in your life, Salem?"_** He asked the witch in front of her. **_"Oh right? You haven't, since the other Ozzy is still alive, plaguing you in your nightmares for all eternity!"_** He laughed, angering Salem to the point she really wants to smack him in the face to shut him up.

"Hey Goblin, in case you forgot, we're still here!" Spider-Man Noir spoke up, getting Osborn to notice the other four Spiders that used to be part of his 'nexus'.

 ** _"_** ** _Oh please. You're nothing compared to the original."_** Goblin responded.

"And you're nothing compared to our Goblins." Spider-Girl retorted. "I mean seriously, look at you! You're made out of molten lava with an open skull and bat wings!" She mocked his appearance. "I can't believe I'm saying this, but my goblin is more handsome than you."

 ** _"_** ** _It would seem that no matter the universe, there will always be a Spider that doesn't know when to shut up."_** Goblin then gets serious and crouches down into his monstrous fighting position. **_"I look forward to eradicating his legacy from across time and space."_**

"Oh yeah? Then you have to get past us to do it." Spider-Man 2099 said, with him and the other heroes around him get ready to fight. "In case you've forgotten, Osborn, I'm from the future, and in the future your plan failed and the heroic age lives on! You're going to be stopped here and today!"

 ** _"_** ** _I can control both the past AND future! Only I decide the fate of our worlds, but enough of that, because now, the end of the world, and of you, has come! YOU SHALL BE DESTROYED! FAREWELL!"_** Goblin roared out like a monster, intensifying his aura to terrifying heights.

 **BGM End**

"Venom! Take Mary Jane and Aunt May back to Beacon and protect them!" Ruby ordered Venom behind her.

 ** _"_** ** _Why do we have to do it?"_** Venom argued.

"Because you don't take too kindly to fire, remember?" Yang angrily asked Venom with her terrifying red eyes, still really angry over Peter's death.

 ** _"_** ** _Hmph. Fine. It seems we'll never have any fun today."_** The symbiote host reluctantly agreed and whined as he walks over to Aunt May and MJ. **_"Come on, Mrs. Parker. Let's get out of here before you get a sunburn."_** He said as she picks up the old lady.

"Thank you, Edward." Aunt May said with a small smile.

While that is happening, Cinder walks up to MJ, who is still grieving over Peter's death. "MJ, was it?" She asked, getting the teary-eyed redhead's attention. "I want to make a promise that I'll avenge Spider-Man for you. He saved my life. I at least owe our…YOUR friend that much." Cinder said to comfort her, getting a smile from Mary Jane.

"Thank you." MJ replied before running up to Venom and Aunt May, with Salem standing in the middle of her path, taking a slight, mental note of Cinder's change in personality as she was never this nice to anyone before, especially to her enemy's friend.

 ** _"_** ** _Let's go!"_** Venom said with May and MJ in tow, leaping high into the air as he makes his way to Beacon, leaving the other heroes to face off against the Dark Demogoblin.

 **BGM-Ultimate Spider-Man Game OST-Mega Battle**

Despite most of the heroes still weaken from the other battles, especially Team RWBYP after their more recent struggle with this dark king of destruction, they still push forward to attack, using the memory of Spider-Man's death to encourage them to continue fighting. **_"Naïve mortals."_** Goblin said to himself, thinking how reckless they are to fight against his supreme power. With a simple use of warping time and space, Goblin blitz through all the heroes at once, delivering a devastating, quick barrage of attacks onto their bodies without them noticing before it was too late, ending the assault by kicking Salem in the chest, hard enough to send her skipping across the ground, with Goblin then putting his foot onto her head, ready to squash it. **_"I was planning to keep you alive for just a little longer, but killing you now seems just fine!"_** He said, ready to squash her head into the ground before being knocked away by Ruby.

"No! You are not killing anyone else! Not when I'm around!" Ruby declared.

 ** _"_** ** _How can you hope to keep that promise when you are destined to die by my hand? I decide the fate of all living things on this, or any other world."_** Goblin told her, not even at the slightest injured.

"No! You don't decide what are destinies are! We do! We're gonna take you down and take back our destinies!" Ruby said as Salem gets up on one knee, weak and tired.

 ** _"_** ** _There it is…that empty misery…It disgusts me!"_** Goblin feels sick from just saying that before getting serious. **_"That's why I created the Oz formula, to evolve! You, who could never become a god…You're not even a goblin, you're a mere mortal!"_** He said, before blasting away both Ruby and Salem together.

Without even turning around, Goblin easily vanishes from both Spidey 2099's webbing and Yang's shotgun energy pellets, reappearing behind them and cluck their heads together. **_"For a future Spider-Man, I, at least, expected you to dodge that. It would seem that you don't possess a spider-sense, don't you?"_** He asked Spidey 2099.

"Oh no. He figured it out. What ever should I do?" Spidey 2099 playfully asked in a joking manner before he and Yang are levitated into the air, and both are sent crashing to a different building.

Blake and the Spider-Man from the Noir universe attach their ribbon and webbing respectively to each of Goblin's arm, with the dreadful king not even bothering to resist. **_"Your webbing is just as old-fashioned as you, old Spider."_** He said towards the 1930s Spider-Man.

"Still younger than you!" Spidey Noir joked, slightly irritating the Goblin as he uses his open hands to fire a fireball at both heroes, knocking them to the ground.

Goblin is then struck from the back by llia's lightning whip, leading him to be knocked back at Weiss' Arma Gigas summon, before getting kicked in the head by Spider-Girl. "Hey, did that hurt? Please tell me that hurt? Because if it did, I can dish it out ten times stronger." The young girl Spider joked to the king.

 ** _"_** ** _Why does it feel you would be the perfect offspring of the dead spider?"_** Goblin asked the spider girl.

"Well our costumes are quite similar to one another. Maybe I'm the daughter from another dimension?" Spider-Girl said, not far from the truth.

 ** _"_** ** _I doubt that."_** Goblin said, not buying her joke as he creates a huge explosion from below her, Weiss, and llia, knocking them all away.

It was then Black Cat's and Spider-Gwen's turn to fight Goblin, attacking him with fast-paced hand-to-hand combat as he goes on the defensive, which actually proves to be somewhat overwhelming. **_"Hmm. Young Spider. I don't know why, but your scent reminds me of someone from my forgotten past. Have we met before back in my dimension? Guess I'll have to kill you to jog my memory."_**

"Well promise me you won't come crying if that didn't help." Spider-Gwen joked, shooting a couple of web bullets at Goblin, who slices them up with his flame claws before slashing away the annoying girl and Black Cat.

Now it's only Cinder left to fight the Dark Demogoblin, reforming her new energy blades into a bow and starts shooting multiple arrows at Goblin, but before they could even make contact, they evaporate from the heat surrounding the monster's body. Goblin then seemingly teleport to her location and grabs her by the throat.

"Osborn…That amount of power is messing with you mind…You can't control it…" Cinder struggles to get a word out while being choked to death.

 ** _"_** ** _THIS is coming from the little speck that was obsessed with power?! You've grown soft! You've been hanging around the Spider for too long! Your warnings mean nothing to me!"_** Goblin harshly throws her to the rest of the beaten heroes, still conscious but very weak to continue doing any significant damage towards Goblin.

 **BGM End**

Goblin powers up a huge, two-palmed energy fire blast from his hands, aiming it at the fallen heroes and Salem. **_"I've let you live long enough…!"_** He confessed as his beam has finished powering up. **_"DIE!"_** He fires the immensely, powerful fire beam at the heroes, and since they are too weak to deflect or dodge it, all hope is seemingly lost.

"RUBY! CATCH!"

An American-colored looking shield is seen coming toward Ruby's side as she catches it and uses its indestructible properties to block the fire beam attack, saving everyone that was in range of the blast.

 ** _"_** ** _What?!"_** Goblin is in shock to who could've saved them, only to hear a monstrous roar leaping towards him, with that coming from the Hulk, who is then followed by Thor and War Machine. Hulk lands in front of Goblin and punches him in the face, knocking him to Thor's direction who then smacks him away with his thunderous hammer swing, before getting blasted by a barrage of missiles and gun pellets from War Machine.

Captain America is then seen running towards Ruby and the others. "Are you all okay?" He asked as Ruby gives him back his shield.

"We're fine. Thanks Cap." Yang said to the good ol' captain.

"You're Captain America! Or at least, this world's version of Captain America, somewhat." Spider-Girl said.

"And you all must be the other Spiders from the other universes. Glad to see you are all safe." Steve said to them.

"Not all the Spiders though." Spidey Noir said in a depressed tone, causing everyone else to get depressed as they remember the prime Spider-Man's death.

"There's a reason why they call us 'Avengers'. We'll avenge Spider-Man and all he stands for, and that's by starting with Goblin's defeat." Cap said with shield in hand. He and the other heroes with him see Hulk, Thor, and War Machine all knocked to their direction by the Dark Demogoblin, only to stand right back up, angrier than ever.

"You'll pay for that, villain! We will avenge the Hero of Spider's death even if I have to sacrifice my own life to do so!" Thor said, threating Osborn by pointing his hammer at the mad king.

 **BGM-Dragon Ball Xenoverse OST-09**

 ** _"_** ** _You're gonna have a hard time doing that, God of Thunder."_** Goblin replied with a grin before shouting to the air. **_"OCTVAIUS! IT IS TIME! ACTIVATE THE DEVICE!"_** He shouted at Doc Ock from his ear-communicator.

"Oh no! We're too late!" Ruby said with worry.

* * *

 **Dimensional Transporter Central Chamber**

At the Neo-Oz Carrier, the infected Doctor Octopus hears Goblin's orders while he and some of his Sinister Six are still fighting against Team JNPR, Hawkeye, Captain Marvel, Black Widow, Rocket Raccoon, and Zero. "As you wish, my king!" He uses one of his mechanical arms to reach out and activate the dimensional transporter, fully powering it up as it creates its own force field around it before it shoots out a huge, green wormhole from open roof chamber and into the skies above, as the beam targets EVERY universe in existence, infecting each world with the ISO-Oz formula.

"The wormhole!" Ren shouted before being knocked back by Scorpion.

"And now the new age is about to begin!" Gargan said before he starts laughing at the others, who are then surrounded by even more goblins and drones, all while the dimensional transporter device infects the entire multiverse, which will not only boost Goblin's already terrifying power, but the power of his ISO-Oz Sapphire as well.

 **BGM End**

* * *

 **Mobius, Green Hill Zone**

In another universe at some green hills, Spider-Man's inter-dimensional blue hedgehog friend, Sonic, who teamed up with the webhead to stop Doc Ock and Eggman from taking over their two homes, has been really busy lately ever since they last seen each other. In the last few months, Sonic had to travel inside a magic book to stop an evil genie, accidentally finding himself in another dimension to fight robot pirates, and just recently save his own world after it was shattered into seven pieces by his arch-enemy, Eggman.

After defeating Dark Gaia and save the world again, Sonic was hoping to relax for a bit, but he knows he can't since he was previously informed by Spider-Man that all of reality is starting to tear apart because of the Goblin King, and he needs his help badly. So for the past day or two, Sonic has been on the hunt for the chaos emeralds, seven mystical gems of unlimited power that should help them beat Goblin incase all else fails.

With the help of his two best friends, Tails and Knuckles, they've managed to find one emerald, the blue chaos emerald. But as usual, Eggman likes to interfere the hunt and collect the chaos emeralds for himself to conquer the world. He has already managed to find two chaos emeralds, the red emerald and the yellow emerald, giving the yellow one to a rebuilt Metal Sonic, making him stronger than before.

 **BGM-Shadow the Hedgehog OST-E.G.G.M.A.N. (Doc. Robeatnix Mix)**

Over at Green Hill, Team Sonic are fighting and struggling against the powered-up Metal Sonic while Eggman watches in joy from his Egg-Mobile, tossing up the red chaos emerald repeatedly in his hands. "Give us back the chaos emerald, Doc!" Sonic demanded the doctor for the emeralds before dodging another chest blast from Metal.

"I'm afraid not, Sonic. Using some of the spare ISO-8 I found at my lab and giving it and the chaos emerald to Metal Sonic, I will soon have all seven emeralds at my grasp to conquer the world and finally destroy you in the process." Eggman proclaimed before he starts laughing.

"There won't be a world to conquer if it all gets destroyed by the next hour!" Sonic shouted at Eggman, confusing him on his statement.

"Destroyed? What are you talking about?" Eggman asked the blue rodent, not aware of reality being shattered as they speak.

While they do talk, Tails' Miles Electric picks up a terrifying reading. "Guys! We have trouble! Something is trying to breach through our dimension!" He informed everyone, causing them to stop fighting, as a second later, the same giant wormhole that appeared above Remnant now shows up at Mobius, with a huge green beam of energy coming out of it.

"Whoa! What is that?!" Knuckles asked, just mere seconds before he and everyone on Mobius are enveloped by the beam, infecting everyone on the planet and turning them into goblins.

 **BGM End**

* * *

 **Remnant, City of Vale**

 **BGM-Megaman ZX Advent OST-The Chosen One (Theme of Albert)**

Osborn's plan is almost complete, as the entire multiverse is rapidly starting to become infected with the Oz formula. Everything, including the central core that supports each world. And with each infection, Goblin grows in power because of his 'Oz of Death and Chaos' or his 'nexus' as he likes to call it, drawing power from that, effectively giving him limitless energy and power.

"Well we're in a tight spot now, aren't we guys and girls?" Spider-Gwen joked to the others.

"Please shut up." Cinder said, not in the mood for jokes, as they all stare at Goblin's ever-increasing dark purple aura, with no signs of ever stopping.

 ** _"_** ** _AHAHAHAHA! YES! I CAN FEEL IT! THE POWER OF WORLDS THEMSELVES ARE FUELING MY EVOLUTION! UNLIMITED POWER IS NOW WITHIN MY GRASP!"_** Goblin said in sweet delight from all the power he is continuously absorbing from his great nexus.

"That monster considers THIS as evolution?! He's not just infecting each world! He's draining too much of their power dry until there is nothing left but an empty husk of a planet!" Salem said, bewildered by his actions and his wicked sense of evolution.

"Goblin! Stop! You're killing your own people and each world with this stunt!" Blake pleads him to stop but he doesn't listen.

"Osborn! Answer us! Why are you doing this?!" Captain America asked the Goblin, who finally decided to listen and answer him.

 ** _"_** ** _I can hear them, the anger, the bitterness, the sadness of the sacrifices to achieve perfection for my Oz formula."_** Goblin started explaining his actions to the heroes, confusing them. **_"Having consumed the negative souls of people through each world, the full power of the Oz formula is the world's consciousness itself. The Oz formula DESIRES destruction…It desires that worlds like Earth and Remnant conclude its own autobiography…! So be it! The ISO-Oz formula…The ULTIMATE key in changing the world!"_** He said with a evilish smile that would scare even Salem.

"How is destroying the space-time continuum any way in changing the world?!" Spider-Man 2099 countered Osborn's statement.

 ** _"_** ** _If at evolution's extreme…there is destruction, it was destined to be that way."_** Goblin replied.

"Crazy, son-of-a…" Spidey Noir started talking before it was llia who continues talking.

"That stuff is only in your head!" llia finished for the Spider.

"It's like what I told you, Osborn! The power of your formula has taken control and corrupted you!" Cinder said.

"If he's anything like the Norman Osborn from my world, he was already corrupt WAY before he became a goblin, or at least that's what I was told by my dad." Spider-Girl said.

 ** _"_** ** _Hmph…By drowning in peace, by rejecting change, you made the choice for the destruction of your worlds."_** Goblin replied before looking at his wormhole in the sky. **_"What I'm trying to do is create a perfect, new world once the old ones are destroyed. I want to bring new life into the world and protects its future."_**

 **BGM End**

"Okay. Now I am officially lost." Black Cat said, not understanding a lick of Goblin's messed up plan and logic anymore.

"You are definitely blowing things WAY out of proportion!" Weiss said to Osborn.

"Can I punch him now?" Hulk asked, slamming his fist together.

 **BGM-Dragon Ball Xenoverse 2 OST-Villainous Boss Battle**

 **"** **Like we have any other choice."** War Machine responded, with Hulk leaping into the air and landing in front of the Goblin with limitless power, unleashing heavy and powerful shots to his chest, only to find Goblin not moving an inch. Norman then uppercuts Hulk hard enough to send him flying across the city.

"Okay. I guess it's time we should panic then." Spidey 2099 joked after seeing the Hulk get easily swatted away like a bug.

Thor summons all of his lightning into his hammer and throws it at Osborn, but to everyone's surprise, mostly Thor's, Norman CATCHES the hammer and actually HOLDS it's like it's nothing. "Impossible!" Thor said in utter shock.

"He's holding Thor's hammer! NO ONE holds Thor's hammer!" Ruby shouted with complete despair.

"Has Goblin gotten that powerful that he can bypass the enchantment?" Captain America asked himself on how Goblin is 'worthy' in lifting Thor's hammer.

 ** _"_** ** _Not bad, but I'm more of a sword/fist kind of guy. You can have it back Thor!"_** Goblin throws the hammer right smack onto Thor's chest, sending him flying.

The rest of the heroes then decide now it's the time to attack the Dark Demogoblin King, only for him to easily blast away the rest of the resistance with a single eye blast thanks to his unlimited power. **_"I condemn you on not giving up just yet, because I am in dire need of some toys to play with until the end of reality begins so I can reset it."_** He said before laughing.

War Machine was one of the first to get up and unleashes his armor's weapons on Osborn, only for them to have no effect. **_"You are no Iron Man, Colonel Rhodes! Stop pretending to be an even weaker and inferior joke than Stark!"_** Osborn said, extending his wings to attack War Machine in the air, knocking him down to the ground damaged.

Captain America leads the heroes to attack Osborn again, using his mastery over the martial arts and his shield to attack Osborn, but Goblin just smacks him away with a simple palm slap. **_"I could break that fancy shield of yours now, Captain, but I want it to be in mint condition when I hang it on my trophy wall."_**

"With what other trophies because I doubt you earned any?" Yang quipped as she and the remaining heroes try their absolute best to fight Goblin, but are easily defeated from an invisible eye blast, knocking them all to the ground unconscious except for Salem, who was just standing somewhere so she won't get herself killed.

 **BGM End**

 **BGM-Sonic Forces OST-Null Space**

All the heroes that have come for him have been beaten and broken, leaving Goblin by himself to boast and gloat about his limitless power. **_"AHAHAHAHA! You fools never stood a chance! This is what it means to achieve limitless evolution! I can do pretty much anything now! Now all I have to do now is wipe out the rest of the resistance entirely to pass the time until reality crumbles, then with the use of my other gift, I will reshape reality. Give it a clean-slate and a new beginning. It's such a shame none of you will be alive to witness the end!"_** He gloated to his defeated enemies, leaving Salem to simply grunt in anger, powerless to do anything to stop him.

Just like the other heroes, Ruby is seen laying down on the ground unconscious and with no energy to fight any more until she hears a familiar voice in her head, telling her to not give up. _'Hey, what are you doing, Ruby? This is your moment to shine! You can do it! You have a lot more power inside of you! I can feel it…'_ Ruby's hand starts to twitch slowly. _'Always move forward, even when it's hopeless!'_

 **BGM End**

"P-Peter…" She weakly said to herself before feebly getting from the ground with her eyes closes, slightly surprising both Goblin and Salem to see her still alive. "Not yet. I'm not finished yet." She said, still with her eyes closed.

The Dark Demogoblin King chuckles to see Ruby still having some fight in her. **_"You just don't know when to quit, do you child? Though I suppose you inherited that annoying trait from the boy. Well, whatever."_** Goblin powers up two, dark purple fireballs in his hands. **_"This is the end of the line, child! Have a full taste of my limitless power!"_** He throws the two fireballs at the defenseless Ruby Rose, who still has her eyes closed and not even trying anything to move away, until…

 **BGM-Dragon Ball Super OST-Ultra Instinct Reborn**

Suddenly, a thin, silver aura starts to surround Ruby's body as she easily cuts through the fireballs with her scythe with her eyes closed. Both Salem and Goblin are shocked that she managed to cut through the energy spheres with ease, though Goblin is a little calmer about this and actually seems intrigued, already knowing what this power is.

 ** _"_** ** _Hmm. Interesting. Could it be…?"_** Goblin prepares a dozen more fireballs floating around him this time. **_"Let me see this wasn't a fluke to make sure."_** He fires the fireballs at Ruby again, for her to only this time for an invisible barrier to suddenly appear in front of her and she blocks the incoming shots, impressing Goblin. **_"It would seem that her awakening has begun."_** Goblin said with a smile then laughter.

As Ruby starts to open her eyes, she finds herself surrounded by a silver aura with white particles flowing through it, and as she fully opens her silver eyes they appear to be glowing with a silver glow. "Her aura…" Salem started talking, looking a little speechless at Ruby's new power. "So, she finally awakened her power." She said.

Meanwhile, the Dark Demogoblin just laughs at Ruby, not at the slightest bit worried or surprised by her new power. **_"So, the little silver speck finally unlocked her latent potential, but I'm even more intrigued just how much developed and adapt you are to it compared in the original timeline when you first awakened it against Cinder."_** Goblin said, referencing the visions he had when he first arrived at Remnant. **_"In case you haven't figured it out, child, thanks to your mother, you are part of an ancient lineage of legendary, silver-eyed warriors. Warriors that have the power to take down a large horde of Grimm with a single stare, or even cripple a maiden if they don't know how to use their power correctly. It's an extremely rare trait in this world, and they say those who awakened this power are destined to become a warrior."_**

"How in the world is Goblin already knowledgeable of this power? He seems to have done a lot of research during his past time in this dimension." Salem said not far from the two warriors.

 **BGM End**

"Is that a fact?" Ruby responded to Goblin's last statement.

 ** _"_** ** _My, my. You really have gotten quick to get used to your power. I wonder why? Is it because of the Spider's death that encouraged you to finally unlock and control this power in hopes of beating me?"_** Goblin asked, earning an angry grunt from Ruby. **_"Of course that's the answer. You should be happy that the Spider sacrificed his life to awaken your 'limited' power."_** He said before a short laugh.

"Murderer!" Ruby said, getting into fighting position with her new aura and power.

 ** _"_** ** _Your friend died…to help us reach new levels of power. And now…you…will…too."_** Goblin starts charging at Ruby with the glare to kill her with his limitless power. She sees Ruby get on the offensive and begins to gloat. **_"Don't bother trying, child! Even with your awakened power, you are still no match for me! I have a body filled with unlimited energy and is immortal! Soon the entire multiverse will collapse and I will rebuild it as it's god! THERE IS NO HOPE! NOT EVEN DESPAIR!"_** He embeds his left hand with purple fire so he could claw out Ruby's heart. **_"GIVE UP! BECAUSE IT IS NOW ALL OVER FOR YOU!"_**

And after a single clash with scythe and claw, the two combatants find themselves at the opposite end of where they were standing, no moving an inch, that is, not until Goblin puts one knee down to the ground, checking a huge flesh wound on his chest. Salem is surprised to see Ruby actually getting off an effective attack onto Osborn, which she originally thought was impossible to pull off with the power he has.

 ** _"_** ** _Y-You hurt me…Y-You actually hurt me…That HURT!"_** As Goblin tries to get from the ground, questioning himself how he, even with limitless power and an immortal body, is still capable of damage, Ruby starts to deliver a full frontal assault on him, injuring him greater than ever before. **_"This is impossible! A fluke! A scientific anomaly! I made all the calculations! There should be no way for you to even hurt me!"_** Goblin said in disbelief before being kicked away by Ruby.

"Should've doubled and tripled checked your work, Goblin! As long as there is still hope, I can accomplish anything!" Ruby said before changing her scythe to a gun and starts shooting at him with fully charged plasma shots.

 ** _"_** ** _All your hope died along with the boy!"_** Goblin replied.

"Have you forgotten what Spider-Man said the last time you attacked Vale?" Ruby asked him.

"Huh?!" Both he and Salem asked at the same time.

"It doesn't matter if you kill him or even me. As long as people don't give up and throw it away, hope will forever remain and be unbreakable!" Ruby argued to Goblin, and before the mad tyrant could attack, he is hit at the behind of his head by a shield that belongs none than Captain America, with he, the rest of Team RWBYP, the other Spiders, Black Cat, llia, Cinder, Hulk, Thor, and War Machine all standing up and ready to kick some more goblin butt.

"Avengers Assemble!" Cap shouted as the heroes start rushing over to Goblin and start fighting him, despite the endless difference in their strength but they still continue to persist and kick some butt.

Thankfully, that little speech from Ruby was heard from everyone else in the world thanks to the Vale News Network Copter still recording the battle with their cameras. At Beacon, everyone there are actually pushing back Goblin's forces with sheer determination and teamwork. At Atlas, She Hulk, Ironwood, and their other united forces managed to take down a lot of Hydra Bots and Kingslayers with ease. At Mistral, Jessica Drew's Spider-Woman have managed to push their enemies to a corner. At Vacuo, Black Panther's team have taken down more enemy forces than they did before. And over at Menagerie, the faunus there, along with some of the cured White Fang troops, are teaming up with the X-Men and managed to overrule their enemies with impressive numbers, and Wolverine's berserker rage, with Ghira Belladonna joining in on his fun, taking off his cloak and taking down a few goblins and Goblin Grimm by his lonesome.

* * *

On Earth, the heroes there have managed to take down a few Hellcarriers off the air, most thankfully because of Iron Fist, who powers up all of his chi into his right fist as he's about to be dropped off to the surface of a Hellcarrier, destroying the entire ship with one, powerful punch.

* * *

 **Main Bridge of the Neo-Oz Carrier**

"NOVA FORCE: FULL THROTTLE!" Nova fires off a huge beam of energy, in conjunction with Ryu's Shin Hadoken, destroys and takes down most of the enemy forces inside the main bridge, leaving just a few along with Sandman, Mysterio, and Rhino.

"Oh this is bad." Sandman said.

"You bet your ass it is." Red Hulk, smashing all three infected supervillains to the ground, leaving Bucky and Gamora to deactivate all the Hellcarriers and robots on both worlds.

"Let's shut this baby down." Bucky said as he hacks into the computer, leaving Gamora to finish the job.

"Gladly." She pierces the main computer with the Godslayer, fully deactivating everything that Goblin controls electronically.

* * *

 **Dimensional Transporter Central Chamber**

As they were fighting, the heroes and villains in the central chamber notice the robots starting to deactivate and shut down, causing them to either explode or pathetically fall down to the ground motionless. "Hey! What's going on?" Electro asked Doctor Octopus.

"The droids! They've been deactivated!" Doc Ock said before he, Electro, and Scorpion being shut down themselves by Rocket and Nora.

"Hahaha! How do you like that?" Rocket asked the defeated Sinister Six.

"Everyone! Together! Fire at the force field surrounding the dimensional device!" Captain Marvel instructed the heroes.

"Got it! Together!" Jaune said, with all nine of them shooting a barrage of united attacks at the force field surrounding the dimensional transporter, causing the shielding to disperse, but only for a short while.

"Kid, here!" Hawkeye gives Jaune the core filled with the cure to replace the current one inside the transporter. With the device partially damage and the shielding is gone temporarily, Jaune quickly runs up to the device, break off the panel where the core is place at and quickly replaces it with the cure core, blowing him away until Pyrrha catches him.

"Gotcha!" She said to her leader.

"Thanks." Jaune said as he gets up on his feet, as they all see the green beam of energy from the device to the wormhole turn blue, dispersing the Anti-Goblin Cure to all the infected worlds in the multiverse, curing everyone in every dimension of the ISO-Oz Formula.

"Yeah! We did it!" Nora shouted all happy.

"Never lost hope. Not even for a second." Zero said with a smile.

* * *

 **** **City of Vale**

 **BGM-Spider-Man: Web of Shadows OST-Track 23**

Back in the city, the Dark Demogoblin King is still fighting the heroes who just don't know when to quit. And despite Ruby's power up, he's still owning her since she still doesn't know how to use her full power.

As they were fighting, the heroes, Goblin, and Salem notice the blue beam and blue wormhole in the sky going through the entire multiverse, including Remnant and Earth-616. "What's going on now?!" Salem asked from her spot, as they all see a giant shockwave flash through the entire world.

While Goblin stares at this strange phenomenon, he feels something hurting deep inside his body as he screams out in intense pain, causing him to get on his knees and struggle. Thanks to that shockwave, all those that were infected on both Remnant and Earth have been cured of the ISO-Oz formula: Hydra, A.I.M., the remaining White Fang soldiers. Even 99% percent of the Grimm that were infected were cured, but more importantly, destroyed, wiped out from existence. All of Goblin's massive, inter-dimensional army have been wiped or cured, leaving only Goblin left of his nation.

 **BGM End**

 ** _"_** ** _Nooo…This is impossible!"_** Goblin said as he gets up from the ground. **_"My nexus! My connection to my children have been severed! And my power…my limitless power…most of it has been wiped out!"_** He said while looking at his right fist.

"It's over, Goblin!" Ruby declared without her aura, which disappeared not too long ago.

"Your army's finished and you've been weakened! Give it up!" Captain America said as they all get into fighting position.

Even in this 'desperate' situation he finds himself in, Goblin doesn't seem that bothered anymore, letting out a small smile and a laugh. "Hey. What's so funny?" Spider-Girl asked the grinning Demogoblin.

 ** _"_** ** _Pathetic, simple-minded heroes. Though my power has been weakened only slightly, the difference between you fools and I is that of a God and trash! I'll make you all realize how outclassed you are!"_** Goblin declared while powering up his aura in purple flames.

"We're a special case! YOU'RE the one who needs to realize that!" Yang pointed at him as she and the other heroes start charging at Osborn, intending to finally beating him, not knowing that even those the infected worlds have been cured, this is still going according to his plans, with Salem being the only one who knows his secret weapon.

"Idiots. They have no idea about Osborn's ISO-Oz Sapphire. Infecting the other worlds was just the start and he has already absorbed the power he needs. He is still unbeatable as long as he has that gem in his grasp. There is still no hope for all of us." Salem said, as they still know they're fighting a losing battle, with reality still slowly crumbling and starting to rupture.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Ruby: Hi, the name's Ruby Rose. I don't get it. We cured the multiverse, saved the lives of who knows how many, and destroyed Goblin's Oz of Death and Chaos. So how come he's still so much stronger than us and now ever before?**

 **Goblin:** ** _While I would love to explain my evil plan, I think it's time I exterminate you meddlesome pests right now!_**

 **Ruby: Oh, Peter, if only you were here, you know what to do.**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Day of Reckoning (Part 4)-Stronger than Hope_**

 **Goblin:** ** _No…He can't…There's no way he's still alive…_**

* * *

 **KFX here: We are nearing the final battle of this story, folks. Though the multiverse has been cured, Goblin still has his ISO-Oz Sapphire, which is said to be stronger than the Infinity Stones and feeds off negative emotions of the infected, which he has already accomplished. Stay tuned as we're about to enter the final stage.**


	82. Vol 3 Issue 25: Day of Reckoning(Part 4)

_Vol 3 Issue 25: Day of Reckoning (Part 4)-Stronger than Hope_

 **City of Vale (30 minutes until reality crashes)**

 **BGM-Sonic Unleashed OST-Egg Dragoon**

Thanks to the United Heroes from both Earth and Remnant, everyone and their worlds in the multiverse that has been infected with the ISO-Oz formula have now been cured, leaving the only goblin left to stop is the Dark Demogoblin King, who's limitless power has been severely weakened after his nexus was destroyed, but for some strange reason, Goblin is still putting up quite a good fight against the likes of Team RWBYP, some of the Avengers, the Spiders from different worlds, llia, Black Cat, and Cinder.

The Goblin King takes out his flame blade, the Demon Hellfire, from out of nowhere and gleefully goes into combat with the heroes, clashing his blade with the likes of Team RWBYP, llia, and Black Cat at the same time, easily overpowering them with a spinning sword slash.

Hulk lets out a roar as he puts all of his strength into his right fist to attack Osborn, with the mad king grabbing the punch with one hand as he skids across the ground while making his defense, crushing Hulk's fist, causing the strongest Avenger to let out a painful scream before being tossed away.

Thor flies right at Osborn and clashes his Demon Hellfire with his godly Mjolnir, causing the ground to shake violently from their conflicting powers before being stabbed in the chest and blown away by Goblin's intense fiery aura.

He then does battle with the walking arsenal, War Machine, who fires his red repulsor blasts at Osborn, only for Norman to counter the blasts with his own fire breath, easily overpowering War Machine and knocking him off the air.

Captain America and Cinder team up, with Cap throwing his shield at Osborn while Cinder morphs her blades into energy guns and starts shooting at the tyrant, only for Goblin to block the shots with his hands before punching the ground with a fiery fist, causing the entire ground to explode and knock the two to a nearby building window.

The Spiders are now the last ones to take down Osborn, unleashing all of their webbing to encase Goblin so he won't escape, but that only serves to make him madder and madder, madness enough until he burst out in flames and blows them away.

Determined not to give up, Ruby manages to gain access to her silver eye's powers, bringing back her silver aura before clashing weapons again with Osborn, but the Goblin is stronger than before, unleashing a hefty combination of sword slashes onto Ruby, blowing her back out of her new aura and knocked away to the other weakened heroes, leaving Goblin to laugh and gloat at their weakened state, **_"Just as I figured! Not even your newfound powers can hope to stop me anymore! I have evolved pass my previous state! I am devoid of any weaknesses! Not even the power of your hope could beat me now!"_**

"This is impossible! We cured the entire multiverse from his so-called 'nexus', so how is he now stronger than ever before?!" Weiss asked the rest for an answer.

"He must have some sort of back-up plan. Whatever that is." Cinder guessed.

The Spider-Man of 2099 turns to his wrist device so he could talk to his personal A.I. assistant, Lyla, who appears as a young, holographic woman on top of his watch. "Lyla, scan Goblin for me! Does he show any weakness or power source he's hiding?" He asked his A.I.

 _"_ _Nothing that I can't determine! The data is too crypt and chaotic for me to even begin! As far as I can tell, he doesn't have any weakness!"_ Lyla responded with a worried tone of voice.

"Everything has a weakness! Goblin is no exception!" Captain America responded as the heroes charge in at Osborn, throwing everything they got at him, though he easily mitigates by creating a force field in his front.

 ** _"_** ** _I grow tired of this game and it needs to end."_** Goblin said sounding deadly serious, raising his right arm straight at the heroes, charging up massive amounts of dark energy in his palm. **_"Chaos Beast Eruption!"_** He shouted out his attack name, causing the entire ground to turn dark, and out of nowhere, the head of a massive dark goblin-like Grimm beast rises up below the heroes' feet and swallows them a whole, smacking itself on the ground multiple times before it self-destructs, blowing the heroes away weak and almost beaten again. **_"No matter how much you struggle, the result will be the same! You will all die along with the rest of this decomposed universe! You all have no place in the new age! Prepare to be extinguished!"_**

"We can't…give up." Ruby struggles with her words, exhausted and too weak to fight, but she and the others still make their stand, no matter what the cost. "We will win…we have to." She said while looking at Goblin's serious and malicious smile. "What would Peter do…?" She asked herself, still sadden by Peter's death, wondering how they are gonna save their worlds now.

 **BGM End**

* * *

Underneath the massive amounts of rubble and machines from the destroyed Schnee Dust Company building located in Vale, there lies the dead body of Spider-Man, brutally beaten, burnt to a crisp along with most of his costume, and left as an empty husk with no signs of life popping up. Surrounding the empty husk of a hero are thousands of small spiders, moving all across his deceased body with webbing, webbing strong enough to encase him in a cocoon of some sorts.

 _"_ _Huh…? Where am…"_ Peter started talking in his dreams with his eyes closed, but then a second later he opens them. "Oh. I'm home." He simply said, finding himself at Forest Hills, his hometown on Earth, surrounded by all the people that died in his life while wearing his usual civilian clothing, but this time wearing glasses like he used to before he became Spider-Man.

 _"_ _It's Forest Hills. Ingram Street. But I've never seen it like this before."_ Peter said while he walks around his neighborhood. _"Porch swings. Blue skies. Trees bursting with leaves. Far as the eye can see."_

As Peter continues walking around his neighborhood while trying to find out why he is here, a redhead boy riding a bicycle passes by him. "Hey, Peter. Wonderin' when you'd show up. You're gonna love it here. It's the best." He said to Peter.

A split second later, Peter recognizes that small boy, one of his biggest fans from his past that died from a fatal illness. "Wait. You're Tim. Tim Harrison. But you're…" He then gets hit in the head by a basketball, and for some reason giving him a yellow long-sleeved shirt and with no glasses.

"Hey Peter! Care to toss that ball back to me?"

Peter turns around to see his best friend Harry Osborn waving at him alongside Sally Avril. "Oh great. What's puny Parker doing here?" Sally asked with an annoyed look on her face.

"Give him a rest, Sally. He's been through enough in his lifetime." Harry said to Sally with a smile, but Sally ignores him and goes back to her phone.

"Harry and Sally? But they're dead. All of them. Is…? Is this heaven?" Peter asked himself, now even more confused than before. "Does that mean I'm…"

"Yeah, that seems to be the case."

Peter turns around again to see his clone/brother, Ben Reilly, smiling to reunite with his brother after so long. "Ben Reilly?" Peter asked in confusion, walking up to his clone.

"Hey brother. Long time no see. Guess Goblin got you like me, huh? Though this might have been avoided if you ended him before he became immortal." Ben said as a joke to Peter.

"Ben, you know I can't…" Peter was about to argue with him before he feels the hand of an old man touch his right shoulder.

"Heh heh heh. He's just joking with you, Peter. After all, he is your clone. Even if he wasn't, if you want to kill a man, even a sworn enemy like Osborn, you wouldn't BE Spider-Man."

Peter turns around, now wearing a black jacket, to find the voice coming from none other than Captain George Stacy, standing with his daughter, Gwen Stacy, Peter's first love. "Captain Stacy! Gwen! Oh…" He then looks heavily depressed, remembering their deaths. "I'm sorry, sir. I let you down. Both of you. Can you ever…?"

"Nonsense, my boy. Everyone falls short from time to time. But you never faltered from the right path. That's _all_ that matters." George Stacy said with a smile on his face.

"And everything worked out in the end, Petey." Gwen said, giving a kiss to the depressed Peter's cheek. "See? We all get to be together."

" But Gwendy, I…I failed you. I failed to save you from Osborn." Peter said to his dead-ex, but Gwen grinningly shakes her head.

"Just the opposite. I, we, opened the door for you…and you _succeeded_. All on your own. I know it…" She then points to Peter's dead parents. "And so do they."

"Mom! Dad!" Peter said while wearing a lab coat, extremely happy to finally meet his parents in person for the first time.

"We've been watching you, son." His mother said to him.

"All your accomplishments, and look at you. An amazing hero, not to mention a bright scientist. We couldn't be prouder of you…" Peter's father said to the boy while happily holding onto his cheeks.

"Richie, for pete's sake…" Peter turns his head to see the old man that practically started his whole career, his role model, his own hero, his own uncle. "Give it a rest. You're gonna spoil the boy."

"Uncle Ben!" Peter, now in his maskless Spider-Man costume turns to his uncle.

"Oh, Peter I hate to say this, but you have to _go_. You can't stay here." Uncle Ben said to his nephew.

"What? I don't get to…After all I've…It's that one mistake, _isn't_ it? When I let you down. But I've tried, Uncle Ben. I've tried so hard…" Peter is trying his best to hold back the tears, but even with his amazing strength, he slowly tears up until his uncle comforts him.

"That's not it at all, boy. You've MORE than earned your rest. And any other time, I'd give you my blessing…" Uncle Ben said before staring at Peter's teary eyes. "But you CAN'T leave a man like Norman Osborn on the loose destroying our world using your blood. You've built an amazing life. Don't you DARE let him destroy it."

"Your uncle is right, Peter."

Peter turns around to see the original maidens of Remnant, along with Amber and Vernal, the most current Fall and Spring Maiden respectively. "You've promised us you will save us from the Goblin's grasp, remember?" The original Winter Maiden reminded Peter of their earlier promise.

"I do, but how? I'm dead. It's impossible to come back from the dead." Peter said to them.

"From what we were told, you are the only one who can perform the impossible." Vernal said with her arms crossed.

"Escaping death is one of them." Amber said with a smile.

"No it's not." Peter replied.

 ** _"_** ** _In your case, it is."_**

Peter again turns around to meet with his Other, Ero (in his massive, monstrous spider form), Madame Web, the Gatekeeper, and the Master Weaver. **_"Yes you are dead. But the Spider…was not…The Spider refused to die."_** Ero said to Peter.

 ** _"_** ** _Once in its life, a spider may shed its skin, shed its past, and begin anew."_** The Gatekeeper started talking. **_"Every wound, healed. Every injury, repaired. Every muscle, renewed. A lifetime of pain…cleansed. This is the SECOND gift of the spider: The ability to surpass death itself and be reborn."_**

"And it's made more possible because of YOU, Peter." Madame Web spoke up after.

 _"_ _Even after death, your indomitable will still burns like an ever-lasting flame, impossible to be ever extinguished."_ The Master Weaver continued.

 _"_ _And that is the reason why I chose you as my Avatar."_

Peter, hopefully for the last time, turns around to meet a giant blue body of a spider with numerous green legs all around this white void, and standing with this giant spider are two silhouettes, with one looking much older and filled with light than the other one who's filled with darkness. "You're the…the Great Weaver." Peter recognized his previous incarnation before turning to the other two next to him. "And you two…Are you the brother gods of Remnant?" He asked them.

"You've guessed it, Chosen Spider." The young brother of darkness answered the boy.

"We have been watching you very closely, Peter Parker, and we must say we are BOTH impressed from what we've seen." The big brother of light said. "A child who has seen the light but at the same time stepped into the darkness, a rare trait to possess in any world. Me and my brother don't agree on much, but we are glad to meet a man such as yourself who understands both traits but still haven't lost his resolve." He then turns to the Great Weaver. "You have chosen a fine Avatar, Anansi."

 _"_ _Thank you, my old friend. I knew one day my own life would end, so I went to search the multiverse for a better, to share my secrets and knowledge with. And while my spiders have found countless others, only you, Peter, are the one I've been seeking all this time, and I can't say I've never been prouder to find an honest and caring person to represent me."_ The Great Weaver said to his Avatar.

"T-Thank you, Great Weaver. All of you. Everything you've said means a lot to me." Peter said to the ancient Spider-God with a smile before turning to everyone in the white void like his parents, Gwen, Harry, everyone, until his eyes meet with a woman that looks like the splitting image of Ruby but older and wearing a white hooded cloak. "Ruby…no, you're…"

The woman takes off her hood and meets Peter with a smile. "Summer Rose. It's nice to meet you, Peter."

"Ruby's mother?" Peter asked to make sure he's meeting the real deal.

Summer nods, still having a smile on her face. "I'm so happy that my daughter is great friends with you. Acting as her brother, she has grown to a fine child with the heart of a hero. Promise me you will take care of her in my stead."

"I will. I promise." Peter said with a smile as his Uncle Ben approach the two.

"Make sure you promise all of us that Goblin will be stop." Uncle Ben said as he helps Peter put back on his mask.

"I will, Uncle Ben." Peter replied.

"Good. Now listen. There are NO scales you have to balance. Not in my eyes." Uncle Ben said, staring at Peter's mask. "When this is over, _then_ you can rest. Take that vacation you've always wanted. That's okay. Until then? You have one LAST thing to do. You need to get up and fight ONE MORE TIME! C'mon, Peter…!"

"GET UP!" Everyone in the whitespace shouted in encouragement to Peter.

Back in the real world, under all the rubble and inside the web cocoon, something is seen trying to pound the cocoon from the inside multiple times, until that of a fist wearing a red and blue costume is seen bursting out from it.

* * *

 **BGM-Dragon Ball Xenoverse 2 OST-Final Boss Intro**

Back to the big fight in the middle of Vale, the Dark Demogoblin King has just beaten the heroes that opposed him to a pulp, knocking them all unconscious except for Ruby, barely standing up straight, the newscasters hovering in the sky in the helicopter, recording the entire fight to the entire world, and Salem, who's standing not close to the battlefield, not wanting to get any more involved than she already is.

Ruby pants heavily from the constant fighting and can barely keep a grip on her scythe. Goblin then grabs her by the hair and lifts her up into the air while staring at her eyes maliciously. **_"You are quite the stubborn one, aren't you? Besides the boy, you're the only other who doesn't know when to simply roll over and die."_** He said, stabbing her in the chest with his claws, causing her to cough out blood. He then throws her back to the other heroes who have barely regained consciousness, just in time to see Goblin charging up a dark blue energy sphere in his right hand, pointing straight at them. **_"It is time that I put you out of your misery for good. Prepare for the end, and face oblivion!"_** He declared, about to fire the energy ball at the beaten heroes, with no other hero or huntsmen in the area to save them in time, except…

"I wouldn't do that if I were you, Normie…"

 ** _"_** ** _Hmm?"_** Goblin and everyone else turn their direction to that mysterious voice coming not far from them, but all they see is darkness at that area, and when the Vale News Network copter shines its light to that particular area, everyone who is watching and hearing this from both worlds have went speechless and dumbfounded on who that person is, and are having a hard time that it IS him.

"I mean, you can kill me all you want…But if you lay one more hand on the president of my fan club, I'm going to have to smack the ugly right off of you. And by the looks of you, that is going to take all night. Boom!" The newly resurrected Spider-Man, full costume and humor, re-introduced his presence back with his usual banter.

 **BGM End**

"Am…Am I seeing things, viewers?" Lisa Lavender from the helicopter asked in almost disbelief and completely stunned. "Is that…is that…?"

"Spider-Man!" Ruby shouted all happy to see her best friend/brother still alive and well.

"Hey Rubes! What's up? Your mother said hi!" Spidey waved to her.

"Wha…?" Ruby asked with a confused look, but not as confused, or as angry as Goblin, who is just filled to the brim with furious malicious.

 ** _"_** ** _What is THIS TRICKEREY?!"_** Goblin launches himself at the revived Spider-Man, only for Spidey to punch him down to the ground as he leaps over him.

"OH, that felt good! Seriously, I really needed that after being dead for like 15 minutes!" Spidey said as he sees Goblin slowing standing up as he continues talking. "And I can't believe just how much of a mess you made here while I was gone too! Guess I'll have to clean up your mess as usual, 'your majesty'." He made fun of Goblin, getting him angrier and angrier as if he's about to pop a zit.

"Yuuuup, that's your Spidey alright. He's even more annoying in person that he is from the stories." Spidey 2099 said, causing his teammates to cheer very happily to see that Spider-Man is indeed alive and well.

"How is that possible?" Cinder asked Salem, stunned and shocked on how one can come back from the dead.

"I…I have no idea." Salem said, as even she's a bit stunned and surprised to see Spider-Man alive after being burned to ash and buried under that much rubble and heavy machinery.

Meanwhile, Spidey and Goblin continue to fight against one another, with Goblin easily outmatched simply because he is still in disbelief on Peter's return. **_"HOW! HOW ARE YOU ALIVE?! I KILLED YOU WITH MY OWN TWO HANDS!"_**

"You did, but I simply came back to life." Spidey casually replied.

 ** _"_** ** _WHAT?!"_**

"Death is just a theory anyway." Spidey brushed him off.

 ** _"_** ** _I will not be mocked!"_** Goblin swings a dark purple, right arm at Peter, only for the classic webhead to duck from the attack.

"Are you sure? You're _really_ good at it!" Spidey quipped, kicking Osborn in the chest.

 ** _"_** ** _This shouldn't be possible! One cannot simply come back from the dead!"_** Osborn said before getting dropped kick in the face by Spidey.

"Says the guy who got stabbed in the heart. If you can come back to life, so can I. So we're even now, okay?" Spidey joked, webbing up Osborn and proceeds to repeatedly smack him on the ground.

Goblin snarled as he breaks out from the webbing. **_"What will it take to kill you?!"_**

"Weiss' snoring. I tend to have mini heart attacks when I hear one of her loud snores." Spidey joked.

"I'm gonna kill him." Weiss said, not amused by his joke, though the rest of her teammates seem to disagree as they burst out laughing.

 ** _"_** ** _I will burn you! I will burn this world! I will watch the flesh of your body bubble and…"_** He is then met with a web splat to his face before getting tangled up by Spidey.

"I see you haven't workshopped any new material since our last shindig." Spidey started talking as he leaps over to a nearby truck and lifts it effortlessly into the air, surprising those who had underestimated Spider-Man's strength. "Here. Let me teach you something. I am a part-time tutor after all." He slams the truck right on top of Goblin, causing the entire thing to explode with Spidey safe out of harm and starts dancing. "Go Spidey! Go Spidey!" He stops as he sees Goblin jump out of the flames injured and annoyed. "Awwwww…" He said disappointed.

As Goblin lands back to the ground, his face is then met with Spidey's right palm and sticky fingertips. **_"Hey, what are you-?!"_** Peter digs his fingertips deep into Goblin's face and tears a part of his flesh away, giving him deep scars over each eye (similar to Sigma from Megaman X). The Dark Demogoblin roars out in pain as he attends to his eyes.

"Thought I decided to test out my stick em powers on someone's face, and you've been elected. But I'm sure you could easily regenerate from that, right, since you are immortal? Though I recommend you keep that look. It suits you very well. Very menacing." Spidey teased Goblin, who stares at him with his scarred, malevolent eyes.

 ** _"_** ** _Impudent child! Stop acting so confident that you desperately lie to yourself that you think you could win!"_** The scarred eyed Goblin said to the boy spider.

"I don't think I can. I KNOW I can." Spidey replied, angering Goblin.

 ** _"_** ** _Stop lying to yourself! Do you really HOPE you have the power to stop what I have become?"_** Goblin asked before powering up his dark aura to try and send Peter flying, but the revived Web-Slinger doesn't even move an inch from that intense power of his.

"I don't need HOPE to know I will beat your butt all the way to the sun! I WILL stop you, and I WILL win!" Spidey declared to Goblin, which for some reason, both he and Salem get an intense shock at the same time.

"Wait. Could this be…" Salem starts to think back to her previous meeting with Osborn back at her domain, when he spoke about Spider-Man having some sort of 'hidden power' that is stronger than hope and despair combined.

 **BGM-Sonic Forces OST-Null Space (Fist Bump)**

As Spider-Man stands straight up, with full body and mind connected to his heart, he lets out a powerful yell as he unleashes a gigantic Crimson red and fiery blue double aura, an aura so enormous, it not only accidently blows away the helicopter in the sky and almost sends Peter's friends flying from the sheer force of it, but it completely overtakes Goblin's own dark aura with relative ease.

"A double aura?!" Cinder said while covering her eyes from the constant strong winds Spidey is unleashing, remembering what Peter was trying to do during their training earlier by trying to combine both his Great Weaver aura and Other aura together but kept on failing, until now.

"By Odin's chin! What sort of power is this?!" Thor shouted while trying his best not to get blown away from his great power.

 ** _"_** ** _So that's it! That's your hidden power! An unbreakable will stronger than hope itself!"_** Goblin said, with him and Salem now figuring out the secrets of Peter's power: A resilient will that will never give up or tire, allowing the user to perform even the impossible of tasks, and can grant them immense power when called forth.

With his newly enhanced speed, Spider-Man dashes over at Osborn at lightning speed, speed that he can't comprehend or fathom, getting beaten down by numerous lightning-fast and devastating attacks from Peter, knocking him all across the battlefield like a flaming ragdoll.

As he dashes, Peter creates a web glyph in front of his fist, punching through it as another glyph appears in front of the Goblin's face, punching him to another glyph with Peter's stingers, and then another with his venomous spikes, before getting pinball around by dozen of his web glyph punches and stings, with the last attack being a powerful uppercut to the whole body by two, giant, blue man-spiders Spidey summoned from a glyph, sending him flying straight to the air.

While airborne, Goblin tries to make a move, but stops himself as he is shocked to see hundreds of Spider-Man clones he created from his webbing. "Eat this: 100x Maximum Spider!" All of the Spiders said in unison before they unleash numerous flying kicks through Goblin while ensnaring him in a series of webs before they finish it with one final, powerful united foot-stomp to his chest, crashing him down to the ground, creating a huge crater from the impact.

Just as the Goblin gets up and shakes his head in pain, the original Spider-Man lands right in front of him, glaring at the monster with his red lenses and a red/blue aura fists. "Hope you paid up your health insurance, because this is gonna hurt!" He then starts dashing at Osborn and unleashes an intense, aura-filled flurry of berserker punches. "Kaiser Crawler Assault!" Using the full mastery of his amazing Spider-Fu, combined with his new unlocked powers, Spider-Man devastates Osborn all around his body, causing the madman to scream in intense pain and agony before being kicked away to a building wall.

Goblin gets on one knee and tries to get up, but as he does, he sees Spider-Man standing on a nearby rooftop, creating a web-slingshot and pulling back farther and farther until he couldn't move any further and proceeds to launch himself at lightning speeds at Osborn, dropkicking him dead center in the face with his two feet, sending him flying through buildings and across the city.

 **BGM End**

Spidey whistled as he lands back to the ground. "That was tight! Let's play this again sometime!"

"Spider-Man!"

Spidey turns to the voice, only to find himself being hugged by a crying Ruby, who is happy to see him alive and well. "Whoa, whoa, whoa! Calm down, Rubes!" He said to comfort her, only to be then hugged by Weiss, Blake, and Yang, who are also crying and happy to see their friend again. "Help…you're killing me." He said, suffocating, but thankfully they let go of him before he died again.

"We were sooo worried we lost you forever!" Ruby said to the webhead.

"You girls worry too much. Look, I'm perfectly fine, and better than ever." Spidey said so he could see their warm smiles again after being dead.

"Nice to see you are okay, Spider-Man." Captain America said as he walks up to the webhead along with Hulk, War Machine, and Thor.

"I'm glad I'm okay too. I mean, who else is gonna annoy Weiss and Logan in my stead?" Spidey asked before getting knocked on the head by an annoyed Weiss.

Steve chuckles at his antics. "You've definitely haven't changed a bit."

Spidey nods before he sees llia, Black Cat, and Cinder walk up to meet him. "Hey you three. Did you miss me?" He slyly asked the girls.

"Of course, Spider. Who else will act as my playmate during late hours?" Cat replied with a smirk.

"We're glad to see you alive, Spidey…" llia said before scratching her head. "Or should we call you Peter Parker?" She asked, scaring Peter a bit that she knows his secret because Osborn blabbered about it on the ride to Vale.

"Don't worry, only we here right now know your secret. And Salem." Cinder said to Peter with a smirk.

"I know." Peter said with no emotion in his voice, completely hating how Remnant's worst bad guy knows who he is.

"Yo Spidey!" Spidey 2099 greeted the prime Spider as he approaches him along with Spidey Noir, Spider-Girl, and Spider-Gwen.

"You four are the other Spiders. Glad to see you're alright." Spidey replied.

"WE should be the ones telling you that." Spidey Noir retorted.

"We almost thought you were gone." Spider-Girl spoke up.

"Oh like I'm that easy to kill." Spider-Man responded.

"True dat." Spider-Gwen spoke up, catching Peter's attention.

"You know, I'm SURE I've heard your voice somewhere before, but I can't seem to place it." Spider-Man said while thinking to himself.

"I'll tell you later." Spider-Gwen said with smile behind her mask.

"So, how did you survive?" Blake asked the webhead on the mystery of his resurrection.

"I shed my skin." Spidey casually replied to her, shocking everyone from that weird reveal.

"You're kidding, right?" Yang asked him in disbelief.

"I've heard and seen people come back to life before, but by shedding their skin?" Hulk asked in disbelief as well.

 **"** **Yeah, definitely impossible."** War Machine spoke up.

"He's not lying."

Everyone around Spider-Man turns to see Salem holding the empty, open husk of Peter's old body in her hands. "I was curious myself the moment you came back to life and found THS inside a cocoon made out of webbing from the crash site."

"H-How is that possible?" Cinder asked, still greatly confused.

"I'm not quite sure myself, but it is known that some spiders shed their skin once in a lifetime. But for someone like you, a human, to shed their own skin as a whole is quite…fascinating." Salem presumed and guessed Peter's resurrection.

"So in other words, Spider-Man cheated death." Weiss said.

"SURPASSED death." Spider-Man corrected her.

Weiss growled. "Same thing!"

Salem lets out a genuine, small smile across her face, fully impressed by the skills and potential Spider-Man possess after seeing it firsthand. "You are quite an interesting one, Spider-Man. In all my years, I never met someone who can be equally annoying, yet possess great potential that I doubt I'll ever uncover the full mysteries in my lifetime. You have my undying respect." She honestly admitted to Spider-Man, finally earning her respect, whether he likes it or not.

"I still feel uncomfortable when it's coming from you." Spidey said, feeling uneasy.

"Well it would make sense. I mean, in the future you ARE considered the world's greatest hero." Spidey 2099 said, surprising the shock out of Peter.

"What?!" Spidey asked in complete shock.

"Oooh, now that is even more interesting." Salem said with a devious smile.

"Please tell me you're kidding?!" Peter asked him in disbelief.

"He's not. Madame Web said the same thing before." Ruby said, with the other three girls nodding in agreement.

"I'll believe that." Captain America said with a smile.

"I'm having a hard time believing that! There's no WAY I become the most popular hero in the future!" Peter argued.

"You really love doubting yourself, don't you?" Spidey Noir asked the kid spider.

"Well of course, it's my thing." Spider-Man prime replied.

"Which can get pretty overbearing at times." Weiss added.

"Hehehehe, funny." Spidey responded, which causes Weiss to smile, much to his dismay.

"I'm happy you're alive, Spider-Man, but shouldn't we focus in stopping the Goblin?" Thor reminded them that Goblin is still alive.

"Oh yeah. Forgot about him." Spider-Girl said.

"Where did you send Goblin, Spider-Man?" Cinder asked the web slinger.

"Uh…" Spider-Man was about to reply to her, but then all of a sudden, four out of the five Spiders with a spider sense starts to tingle like crazy.

 ** _"_** ** _SPIDER-MAN!"_**

"There." Spidey finished his answer as they turn to the direction of the voice.

 **BGM-Dragon Ball Super OST-Orchestra of Justice**

From a building not far from the heroes, a powerful roar of flaming energy bursts out, instantly destroying it and everything else in its area, with the Dark Demogoblin hovering in mid-air, roaring furiously to the heavens as his enormous aura sends out countless ghost plasmids all across the entire city, maybe even the world itself. **_"SPIDER! SPIDER!"_** He repeated Spider-Man's name in deep anger, having finally snapped after so many years.

"I think he's angry at you!" Cinder joked while they all try not to be blown away by the strong, flaming winds.

"OH, YOU THINK?!" Spider-Man replied.

One of the ghost plasmids flies through Spider-Man and the other heroes, shaking them in fear. "Okay. That was creepy." Spider-Gwen joked, feeling very disturbed, but she and the others quickly regain their posture as the ground below them starts to tear apart from the planet thanks to Goblin's anger tantrum, ripping apart the entire kingdom Vale, revealing the core of the planet to the heroes, where they see all the lava and intense fire storms happening below ground.

"This isn't good, Avengers! Goblin's power is ripping the planet itself into more pieces than it already is!" Captain America said as they look at the enormous lava pool from the cliffside.

"That guy is in dire need of therapy." Yang joked.

The Goblin King stops powering himself up and teleports himself closer to Spider-Man and the others while still hovering in the air with his demon wings and still looking quite infuriated. **_"Damn you Spider! Damn this despicable world! I'LL DESTROY IT ALL!"_** He takes out his ISO-Oz Sapphire into his right hand and points it out high into the sky.

"Um, what is that?" llia asked curious and scared.

"A beautiful gem that has my name on it." Black Cat said with sparkles in front of her eyes.

"Whatever it is, its power is giving off the same, strange reading that powered up his Cabal!" Spider-Man said, remembering how the Cabal got a major power boost in power during their fights.

"Those strange readings you're sensing are because part whatever that is, it's using tech and material only found in 2099, more importantly Alchemax!" Spider-Man 2099 informed them, using Lyla to back up his claim.

 **"** **But what is it?"** War Machine asked the others.

"It's called the ISO-Oz Sapphire."

The heroes turned to Salem who begins explaining the mechanics of the sapphire. "A powerful gem Goblin created that feeds and absorbs all the negative energy from everyone he infected in the multiverse, including each worlds' energy themselves. He plans to use that gemstone to recreate all of reality once the old one is destroyed. This was his true plan all along."

"Goblin has a gem that's powered by the multiverse itself?!" Ruby asked in great horror and shock.

"How in the world can we beat that?!" Blake asked, sharing Ruby's same shocked expression.

 ** _"_** ** _You can't!"_** Goblin laughs madly and extremely. **_"After everything is destroyed, I will create a new reality! MY reality! But before that, I will use my gemstone to crush you all once and for all! Wipe you out from existence!"_**

"Spider-Man! The gem!" Captain America commanded the Spider in great haste.

"We're on it!" All five Spiders shouted at the same time, firing multiple web pellets at Osborn, causing him to drop the Sapphire, with the mad tyrant immediately going after it before it could hit the core of the shattered planet.

"Oh no you don't! I saw it first!" Spider-Man shoots out a web line to catch the gemstone, just at the same time Osborn catches it and proceeds to play tug-a-war with his most hated enemy.

"Sorry, Osborn, but that gemstone is 2099 property!" Spidey 2099 shoots out his own web line to support Peter's, with the other three Spiders joining on the fun and tries to pull the sapphire away from Goblin's grasp.

 ** _"_** ** _NO! THIS STONE IS MY TO USE! ONLY I CAN USE ITS POWER!"_** Goblin shouted as he tries to reclaim the sapphire from the super-strong webbing.

"Can someone do something before Goblin does something crazy?" Spider-Gwen asked while she and the other Spiders make their stand, struggling to get a hold of the sapphire from Goblin.

"Got it!" Ruby turns her scythe into a gun, and with a single energy shot, she destroys the ISO-Oz Sapphire entirely, releasing countless amounts of dark green floating particles surrounding Goblin almost to the point it begins to suffocate him.

 **BGM End**

"AHA! Ruby, you did it! You saved the multiverse!" Yang happily hugs her sister, almost to the point of choking her to death. "Sorry." She said with a small, embarrassed chuckle.

"That's great, so why is my spider-sense still ringing?" Spider-Girl asked the others before they all turn back to Osborn, who begins to grunt and scream in pain as the green particles leftover from the ISO-Oz Sapphire begins to overwhelm him and cause him to plummet to the core of the planet, seemingly destroying him.

"Is he gone?" Hulk asked as he looks down to the core of the planet.

 **"** **I'm not picking up his energy reading. I guess it's over."** War Machine said, which gets the kids around him to start cheering over their victory.

"Aha! We did it! Goblin's plans have been officially butt kicked! We won!" Spidey said, getting a high five off from Ruby and his teammates, with Cinder and Salem non-surprisingly being the only ones who reject his high-five. "Party poopers."

Then, all of the Spiders' except for Spidey 2099 spider-sense then goes into overdrive, causing them great pain from whatever they are feeling. "What happened? What's wrong?" Black Cat asked the Spiders.

"Spidey-sense just went overload. It felt a danger not unlike any other." Spidey replied to the thief.

 _"_ _You're not kidding. The power I'm sensing is off the charts."_ Ero said to Peter in his head.

"Anyone else agree we should not be here to find out what that danger is?" Ruby asked the other heroes.

 ** _"_** ** _RUBY…"_** A deep, monstrous voice that sounds twenty-eight stories high for almost all of the city to hear, frightening the little leader of Team RWBYP, along with catching everyone else by her off-guard from that monster voice. **_"WHERE ARE YOU GOING? I MUST RETURN THE FAVOR."_** Then from the core of the planet, a humongous black arm made out of purple molten lava reach out to try and grab Ruby with its enormous claws.

"Watch out!" Cinder quickly grabs Ruby before the claw could grab the both of them.

"Thanks." Ruby thanked Cinder before the two of them get up from the floor and tries to figure out what is going on with everyone else.

 **BGM-Spider-Man: Web of Shadows OST-Track 45**

Again from the core of the planet, numerous, extremely long and gigantic black tentacles made of the same purple molten lava starts to rises up from the center of Remnant itself, destroying multiple buildings in its path and smacking themselves onto the surface of the planet, with one tentacles slamming itself a few feet in front of a completely stunned and wide-eyed Spider-Man as the limb reels back into the center of the planet. "Oooh boy." Spidey said as he and the other heroes around his area turns to the open spot of the planet where Goblin fell in and sees something EXTREMELY terrifying and ginormous starts to make its way out from the center of the planet itself, with the heroes looking at whatever it is, horrified as it slowly makes it way out of the planet.

* * *

While flying away from the now deactivated Neo-Oz Carrier in a Quinjet, the members of Team JNPR, as well as the other heroes that are with them, see the ginormous behemoth rising up from the center of the planet, and they are all speechless and terrified. "What…is…that…?" Pyrrha carefully asked while completely scared.

"I have no idea what in Sam Hill is that?" Red Hulk answered her, just as stunned as everyone else inside the Quinjet as they continue to stare at the huge monster outside.

* * *

 **Beacon Academy**

At Beacon's courtyard, Venom, Mary Jane, Aunt May, Ozpin, Glynda, and the other professors, huntsmen and heroes stare helplessly and terrifyingly at the huge monster that's almost enveloping their entire city. **_"Yeah…Something tells me we need to go and help out. And I do mean the 'we' part this time."_** Venom said to the others united heroes at the school.

"Glynda, get the Bullheads ready." Ozpin ordered Glynda while they continue to stare at the huge monster at the city.

"R-Right…" Glynda walks backwards for a bit to continue staring at the behemoth before she runs to get everyone ready to depart for Vale.

* * *

 **Menagerie**

Even somewhere as far away as Menagerie, the gigantic beast from Vale can be seen for all the faunus of the island to see and be terrified of. "That is one mother-flamin'…" Wolverine starts talking, standing beside his fellow X-Men, the Belladonnas, and Sienna Kahn.

"Professor…" Kitty Pyrde starts talking to Charles Xavier beside her with fear in her voice.

"We're needed, are we?" Ghira asked the mutant professor.

"You read my mind. We should move. X-Men! White Fang!" Professor X calls out to both sides as they prepare transport to head over to Vale fast to solve this massive problem pronto.

* * *

 **City of Vale**

Spider-Man and his hero friends are the only heroes that are very close to this behemoth of a beast, that beast being the Green Goblin but mutated to a five-headed hydra monster with flesh made out of heavy amounts of purple molten lava, giant, monstrous teeth, two humongous claws and hundreds of tentacles, having spikes all over his body to make him look more terrifying and have huge bat-like wings behind his back, still sharing numerous features of a Grimm like the white skull but further mutated, and is bigger than most skyscrapers found at New York City, with four of the heads having a dark colored gemstone on their forehead that holds the maidens' power, and to end it off, he is completely attached to the core of the planet Remnant itself.

The heroes in front of this new Goblin are, for a lack of a better word, terrified and speechless at who they are looking in front of them. **_"WHO ARE THESE PETTY LITTLE INSECTS?"_** Goblin asked the heroes in front of him, now with an extremely deep voice that it's almost unrecognizable from his original voice.

 **BGM End**

"G-G-Goblin…" Ruby said, absolutely terrified and frightened.

 ** _"_** ** _I CANNOT BE DESTROYED. I AM PERFECT. I…AM…THE DEVIL DEMOGOBLIN KING!"_**

"Okay, I'm terrified. What do you make of this, lady?" Spider-Girl asked Salem, who is shockingly frightened at what she is staring at in front of her.

"This…This is a phenomenon WAY out of my comprehension." Salem answered the girl spider.

"Good to know." Spider-Girl casually took that answer.

"What in Odin's name is going on here? How did Goblin get so big, and powerful?" Thor asked the heroes, stunned as everyone else.

Thankfully for them, Spider-Man 2099's A.I. assistant, Lyla, pops up from the future spider's watch to tell them the bad news. _"Heroes, this is terrible!"_ Lyla said to them.

"Lyla! What is going on?!" Spidey 2099 asked her.

 _"_ _From what I just scanned, Goblin has…he just FUSED with the core of Remnant itself! He has become ONE with the planet!"_ The lady A.I. informed them.

"WHAT?!" Everyone that heard her practically scream from that outrageous revelation as Lyla continues talking.

 _"_ _He's using the planet's core as an energy source to feed on, channeling and absorbing the very LIFE of the planet itself to feed his power and evolution! He's getting stronger and stronger by the second with no signs of stopping! He's unbeatable!"_ Lyla finished informing the heroes on what Goblin is doing to the planet, getting all extremely terrified at the odds they are facing.

Spidey clenches his right fist before angrily turning towards the giant Goblin. "Goblin! What have you done!?" He asked the humongous and power hungry villain, who starts to laugh at his small nemesis.

 ** _"_** ** _I MERELY USED THE POWER OF MY ISO-OZ SAPPHIRE TO GRANT ME MY LIMITLESS POWER."_** Goblin responded.

"The multiversal-powered gemstone?! But we destroyed that, unless…!" Cinder said.

"Those weird particles from before! He must have absorbed them somehow!" Spider-Man Noir presumed.

"The ISO-Oz Sapphire must have a fail-safe that when destroyed, all the energy it absorbed would immediately be absorbed by its original user!" Spider-Man 2099 said to the other heroes. "Goblin must have used the tech from 2099 so that only HE can use its powers, whether it's destroyed or not! He has essentially become ONE with his own gemstone of power!"

 ** _"_** ** _A GOOD DEDUCTION, FUTURE SPIDER. MY POWER…I HAVE FINALLY BECOME THE COMPLETE AND ULTIMATE FORM IN ANY UNIVERSE!"_** Goblin said as he slowly starts to power up his dark aura all around his body. **_"IN JUST A SHORT WHILE, THE MULTIVERSE WILL BE DESTROYED BY THE REALITY STORM, AND I WILL RECREATE IT WITH THE POWER OF THE ISO-OZ SAPPHIRE! EVERYTHING WILL BE PERFECT! UNLIMITED EVOLUTION IS WITHIN MY GRASP!"_** He lets out a monstrous roar so loud and powerful, it starts to leave cracks in the sky itself before it shatters, bringing the entire world of Remnant over to an alternate dimension, and that dimension is the home world of Earth-616, with space itself getting a dark green makeover because of Goblin's intense power.

 _"_ _Goblin has just broken the dimensional barrier between Earth-616 and Remnant, and now both worlds exist in the same dimension! All of reality is going haywire now! Time and space are now acting erratically!"_ Lyla informed them as they all look up to see Earth now in their orbit.

"You have got to be kidding me?!" Yang shouted.

"Does that even make sense? I don't think that's legal in the laws of the universe." Spider-Gwen joked.

Captain America quickly reach out to his Avengers I.D. card to call Iron Man on the situation. "Tony! Are you seeing what we're seeing?" Cap asked his friend.

 _"_ _I'm seeing it, and I'm still having a hard time believing it! Both our worlds exist in the same plane of space now! That's sure to cause even more repercussion in the universe than it already is!"_ Tony replied through the card's communications.

The Devil Demogoblin King and his many heads start laughing manically as it causes even more cracks in time and space, breaking reality bit by bit until it all shatters into nothingness, all while growing stronger by absorbing power from Remnant's core, killing the planet as he does so.

Spider-Man, having enough of Goblin playing god, takes a few steps forward to get a closer look at him. "Spidey! What are you doing?" Ruby asked his friend as he gets a closer look at Goblin's many heads.

"You are in WAY over your multiple heads! You and your planet-sized butt are going down!" Spider-Man declared, standing tall and fearless even in the face of limitless danger.

 ** _"_** ** _I THINK NOT. I CANNOT BE STOPPED. I WILL USE THIS VESSEL TO COMPLETE MY EVOLUTION AND THEN BEGIN ABOSRBING THE POWER OF ALL WORLDS UNTIL THEY ARE ME, AND I AM THEM. AND THEN, I CAN BE THE SUPREME GOD OF EVERYTHING IN THE NEW WORLD."_** Goblin said to the small bug.

"Don't feed me that crap, Norman! There is NO WAY you can pull this off! Not ever!" Spider-Man replied.

 ** _"_** ** _THE NAME NORMAN MEANS NOTHING TO ME ANYMORE. I HAVE NO MORE ATTACHMENT TO MY OLD LIFE. BUT YOU…YOUR POWER WILL COMPLETE ME."_** Goblin said to Peter, thinking that if he can't kill Spider-Man, he will simply absorb him to become truly unbeatable.

"Over my dead body! Oh wait! You failed at that too!" Spider-Man said as his friends and allies approach him from behind.

"And don't think it'll be easier a second time!" Ruby said, pointing her scythe at the massive Goblin.

"We're not letting you lay a hand on him again, Goblin!" Captain America said, with shield in hand, ready to fight.

 ** _"_** ** _AS YOU WISH."_** Goblin said, with his four other heads start moving erratically.

Cap gets a hold of his Avengers I.D. to make the call. "ALL HEROES AND HUNTSMEN, COME IN! WE HAVE AN OMEGA-LEVEL THREAT RIGHT HERE AT VALE! I REPEAT: EVERYONE ASSEMBLE AT REMNANT NOW!"

With the use of his Other powers, Spidey quickly heals everyone around him back to full strength and full health. "How long have you had this ability?" Cinder asked him, giving him an annoyed look that Peter could've healed her at any time during their therapy sessions.

"No time to argue!" Peter said to her with a serious glare across his mask.

"We have a god to stop!" Ruby said, with her teammates, llia, Black Cat, Cinder, Salem, the other Spiders and Avengers stand by the prime Spider to face off against the Goblin God of destruction.

"We're ending this war today! Right here! Right now! WE WILL DEFEAT YOU, GOBLIN!" Spider-Man shouted at the behemoth of a monster god, with all of his friends full intending to win this war and save their reality as they head into the final battle for all life.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Alright everyone, let's assemble together and take down Goblin once and for all. Argh. Even with the combined might of Earth's heroes and Remnant's huntsmen, we can barely stand up to this creep. We need a miracle.**

 **Sonic: Then it's a good thing I brought some back-up!**

 **Spider-Man: Sonic?! Boy am I glad to see you! And what kind of back-up are we talking about here?**

 **Sonic: Heh. Your Earth and Remnant aren't the only worlds that wants to kick Goblin's butt. We got heroes from all dimensions ready to deliver the biggest butt-whopping reality has ever seen!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Battle for Remnant (Part 1)-Worlds Unite_**

 **Ruby: Heroes and villains, unite as one!**

* * *

 **KFX here: Final battle is coming! Final battle is coming! And its gonna last three parts, folks, because we have a lot of people coming in next chapter. We got the Marvel Heroes, Huntsmen of Remnant, Sonic's friends, Ryu's friends, and Mega Man X, all joining the party, and even some villains too. This is a battle you all don't want to miss.**


	83. Vol 3 Issue 26: Battle for Remnant Pt1

_Vol 3 Issue 26: Battle for Remnant (Part 1)-Worlds Unite_

 **Mobius, Green Hill Zone (20 minutes until reality completely shatters)**

"Ugh…Feels likes my brain's doing a spin dash in my skull…" Sonic the Hedgehog said while holding onto his head in pain.

The blue hero gets up from the ground to see that his friends, Tails and Knuckles, and enemies, Dr. Eggman and Metal Sonic, all wake up around the same time as he did. "What happened…?" Sonic asked as he then looks at his right arm, which happens to be green for a short while until it turns back to its original, pale coloring. "We were just infected by Goblin's ISO-Oz whatever?" He wonders with the people around him.

"That seems to be the case. Thankfully, according to my scans, we have been fully cured from the formula. No side effects in any of our systems." Tails said, checking his Miles Electric to make sure.

"Good, because being green is more Vector's thing, not mine." Knuckles said to his friends.

"Can someone care to explain to me what is going on?! What's this about a 'Goblin' and our world on the verge of destruction?!" Eggman shouted at the hero rodents, completely lost and confused on the situation.

"Take a look at the sky and you'll see what I mean." Sonic pointed Eggman and Metal to the skies above them, where the mad doctor is utterly speechless to find the sky, space itself actually, looking totally chaotic and unstable, with cosmic storms erupting repeatedly and the planet itself shaking violently.

"What is going on?! The dimensional space of our reality is going wild and catastrophic, and it continues to expand by the second!" Eggman said while checking his onboard computer to check the stability of his dimension.

"Yeah, we know. That's why we were collecting the chaos emeralds in the first place, so we can fix this mess." Sonic said to his arch-enemy. "I'm surprised it took only NOW for you to notice since this been happening for the past month."

"I was busy, okay!" Eggman retorted.

Then, close to the heroes and villains of Mobius, two light green portals through time and space open up, and pop out from them are two of Sonic's other friends: The princess from the Sol Dimension, Blaze the Cat, and the heroic hedgehog of the future, Silver the Hedgehog.

"Blaze?! And Silver?! What are you two doing here?" Tails asked his two, inter-dimensional friends.

"Tails?! I don't know. One second I was enjoying my first quiet day while Marine was at sea, the next second I was swallowed up by a strange portal and here talking to you guys." Blaze answered her strange appearance in Sonic's world.

"And I was checking disruptions in space-time until I got swallowed up as well." Silver explained his strange appearance in this world.

"So this calamity is infecting other worlds, huh?"

Sonic and the others turn around to see the crossed armed and moody Shadow the Hedgehog appear out of nowhere. "Shadow!" Sonic recognized his long-time rival as he walks up to the group.

"Everything in our world is going out of control, causing all sorts of disasters around the globe that's giving G.U.N. a hard time to keep in check. I came here to investigate the origin point of whatever hit us earlier while the rest of Team Dark are on their own missions." Shadow explained to his allies. "Sonic, you seem to know the most of what's going on. Care to share what you know?" He asked the blue hedgehog.

"You remember Spider-Man, right?" Sonic asked the Ultimate Life Form.

"The loud-mouth costume kid from another dimension?" Shadow asked to make sure.

"Yeah. Apparently one of his enemies called the Green Goblin is basically trying to become the god of everything by destroying our reality and then recreating it into this 'perfect world' he keeps blabbering about, so me and the guys have been on the hunt for the chaos emeralds before we could go and help him kick Goblin's butt, but so far we only have one while Egghead here has two of them." Sonic explained the situation to Shadow.

"And I don't think we'll have enough time to find the others." Tails spoke up while checking his handheld device. "We have about 20 minutes left until all of reality completely shatters into nothing."

"So what should we do?" Knuckles asked everyone, desperately wanting to hear the next step in the plan.

"Wait, Sonic. Didn't you tell me that the Avengers are working on some weapons that are using chaos energy combined with the ISO-8 to beat Goblin?" Tails asked the blue blur.

"Well that's what Spidey told me. From what I heard they got busted by Goblin not long ago and they are currently being rebuilt as we speak." Sonic replied.

"Then let's go to Earth and see if we can be of any assistance to speed up the process." Tails said with a smile.

"Got it, Tails." Sonic said with a thumbs up before turning to Blaze and Silver. "Do you guys want to come? All of creation is at risk again." He asked them.

Blaze smiled. "Sure, why not. It's been a while since I had any action."

"We're happy to help you and Spidey out in any way." Silver said.

"I'll come too to make sure you won't mess this up." Shadow said to the blue hero.

"Count me and Metal in too." Eggman, surprisingly, said to help out the heroes.

"What? No way! Why should we work with you?" Knuckles rejected the doctor's request to join them since he is their arch enemy.

"I don't like working with my worst enemies any more than you, but considering what's at stake here, I'm willing to make an exception." Eggman replied with Metal making beeping noises as a way to agree with his creator.

Sonic then puts his hand on Knuckles' shoulder. "Besides, this isn't the first time we worked with Eggman to save our world, not to mention he has two chaos emeralds with him. Like it or not, we NEED his help to rebuild the weapons as fast as possible."

Knuckles thinks for second before giving his answer to Eggman. "Alright, fine. But if I see you up to your usual tricks, you'll be sorry."

"Yeah, yeah. Whatever, Knucklehead." Eggman brushed off his threat, angering the echidna.

Using the ISO-Watch he received from Tony Stark and Tails since the last venture, Shadow opens up a portal that will lead them to Earth. "Enough of the banter! We have to move!" He said as everyone enters the portal to Earth.

* * *

 **Avengers Tower**

While most of Manhattan are losing their minds to see another world pop up in their orbit and all of space going totally nuts, Tony Stark, working alongside Reed Richards and Hank Pym, are still in the process of rebuilding the ISO-Chaos Armor and the cannon that will help them beat Goblin and save reality.

"Stark…" Qrow, Winter, and the rest of the Fantastic Four show from the lab doors. "How are those weapons looking, because we have BIG trouble going on at Remnant?" The huntsman asked the billionaire genius.

"We're about 58%-ish done with them." Tony replied, shocking the newcomers to the lab since that's how much they've managed to develop.

"58%?! We have less than 20 minutes until everything in existence is destroyed!" Winter said to the Armored Avenger.

"We know that, Ms. Schnee, but this process is delicate. If we just had extra help, we would be done much faster." Yellowjacket replied to the Atlas Specialist.

"Not to mention tuning the armor to the ISO Emeralds' power output has become a little more problematic than we originally expected." Reed added.

"What do you mean?" Ben Grimm asked.

"We greatly underestimated just how strong these emeralds are, which also proves just how good of a genius I am." Tony said before looking back to the armor. "If only we had someone like…"

Then, out of nowhere, a portal through time and space opens up behind the heroes and huntsmen, where they see Sonic, Eggman, and the rest of Mobians that decided to tag along for the ride. "Hey Tony. Long time no see. I hear you guys are in trouble again." Sonic greeted the Iron Avenger.

"Tony…Who are we looking at?" Qrow asked Stark while staring in awe at the talking animals.

"Just some friends of ours from another dimension." Tony replied to the huntsman before turning back to his Mobian friends. "Sonic. Everyone. Glad you are here, because we desperately need some back-up."

"Especially if it's coming from you, Doctor." Hank stared at Eggman with a mean glare, who just angrily brush off the Avenger while looking away.

"Where's Spidey and the others?" Sonic asked Tony.

"They're on Remnant. Our world." Winter answered him.

"Which is currently existing in our dimension now." Johnny Storm added.

"Huh?"

Johnny Storm points the Mobians, Eggman, and Metal Sonic to a nearby window where they are surprised to see another world in their orbit as well as able to spot the gigantic Devil Demogoblin King fused to the planet itself. "That's Goblin and Remnant?! Talk about humongous!" Sonic said.

"We're currently in the middle of recreating the armor to repair reality along with the cannon to hopefully weaken Goblin." Reed said to the Mobians.

"Tails. Eggman. Care to help us out? You two are more of an expert manipulating chaos energy than we are." Tony asked the two-tailed fox and egg genius.

"Sure thing, Tony." Tails said as he uses his tails to fly into the air.

"We can use the chaos emerald I have as a reference so we can hurry it up." Eggman said, holding the red chaos emerald in his hand as he and Tails make way to the lab table with the armor and cannon.

"So what should we do?" Silver asked.

"Go to Remnant and hold off Goblin until they're done." Shadow answered.

"Actually, I have another assignment for you guys." Tony started talking, getting the Mobians' attention. "While Goblin is busy sucking the life out of Remnant and fighting our friends there, you six gather as many of our allies from different worlds in the next few minutes to assist. I'm sure there are some heroes out there that wants revenge for Goblin infecting their worlds."

"We'll stay here to keep watch until they are done. There's no telling what Goblin is capable of now." Qrow said, proposing that he, Winter, and the rest of the Fantastic Four stay at the tower to keep guard.

"A pan-dimensional army to take down a super-dimensional baddie? Sounds awesome! We're on it!" Sonic grins while giving a thumbs up before everyone goes off to their respective tasks.

* * *

 **Remnant, City of Vale**

 **BGM-Marvel vs. Capcom Infinite OST-Ultron Omega Theme**

Back at Remnant, the big, final battle against the Devil Demogoblin King begins, as the Web Warriors, some of the Avengers, Team RWBYP, Black Cat, llia, and Cinder begin the assault while Salem just watches from the side, all while waiting for other heroes to come back them up.

"EVERYONE! HOLD OFF GOBLIN UNTIL BACK-UP ARRIVES! IF WE MESS THIS UP, OUR WORLDS ARE DOOM!" Captain America instructed the heroes by his side.

"Sure, right. No pressure or anything." Spidey said as the Web Warriors web swing over to Goblin's humongous and terrifying figure.

"What are you talking about? This will be easy." Spider-Gwen said to the classic webhead.

 ** _"_** ** _DO YOU THINK…YOU CAN…DEFEAT ME?"_** Goblin asked, letting out a powerful shockwave roar that causes the Spiders to lose balance in the air and fall down.

"Well yeah, duh." Yang said from the ground, with the rest of Team RWBYP shooting at Goblin with their plasma shots/Dust, with the massive demon firing purple energy volley blasts from all of his heads except for the middle one, prompting the girls to jump out of the way before they get caught in the blast radius.

In the air, War Machine launches his many missiles at the Goblin, distracting him long enough for Hulk and Thor to leap over and attack him very hard to his chest. **_"PATHETIC ANIMALS!"_** Goblin claws away the two strongest Avengers while trying to attack War Machine in the air with his many eye beams, but the heavily armed colonel barely manages to dodge most of them thanks to Black Cat and llia distracting him from a nearby rooftop with their respective whip attacks. **_"YOUR TOYS ARE INADEQUATE FOR THIS BATTLE."_** Goblin swipes the building the girls were standing, causing it to collapse but they were able to land to the ground safely.

 ** _"_** ** _CONTEMPTUOS FOOLS! DO NOT UNDERESTIMATE THE POWER I POSSESS!"_** The five-headed Goblin said, using his powers over space-time to open up numerous dark portals around his side, creating and summoning all sorts of minions with his mastery over time and space, minions like Goblin Grimms and monstrous, goblinfied versions of his Cabal: Onslaught, Oni, Ultron, Loki and even his Syn Goblin King form. Thousands of Timed Clones at his disposal, and their first order of business are to crush the heroes.

Cinder uses her archer skills to shoot at one of the eyes each Goblin head possess, but with a single glare from the beast, the arrows disintegrate, leaving Cinder wide open for an underground claw slam. "Look out below!" Spider-Man shouts as he swings over and catches Cinder before she could get squashed. "Hey, a princess! Do I get a kiss?" He joked, prompting Cinder to angrily push him away as she lands back on the ground on her own.

To make things even more challenging for the heroes, Goblin decided to repeatedly punch the air with enough force and power to bend space and create portals to each heroes' exact location, with them either blocking, dodging, or taking the punches while Goblin laughs in delight. **_"THE ITSY BITY SPIDER WENT UP THE WATER SPROUT. DOWN CAME THE GOBLIN AND TOOK THE SPIDER OUT."_** Goblin sang and laughed while repeatedly failing to punch the Spiders with his warped punches.

"Okay, we need to finish this fast before he decides to recite more nursery rhymes!" Spider-Man Noir said to the team, dodging another warped punch before webbing it up to the ground.

"Cap, where's that back-up?" Weiss asked the Captain next to her.

"They should be here any second!" Steve replied to her. And before another punch warps to their direction, it is stopped by the timely arrival of Wolverine and the rest of the X-Men.

"Hey Goblin! I have six claws waitin' to meet you up close and personal!" Wolverine said as he, Colossus, and Beast run up to attack the giant demon, with some assistance coming from Sienna Kahn and her cured White Fang family.

"Attack!" She commanded them to launch a massive assault at Osborn.

Seconds later, Ghost Rider, Team CFVY and Team SSSN arrive to assist with the assault. **_"Your soul is too corrupt to exist in this world, Goblin! Allow me to fix that!"_** Ghost Rider said, whipping his chains a few times in the air before they start attacking.

As Goblin unleashes a number of his tentacles at the heroes, Team JNPR, Zero, Gamora, and the rest of the heroes that were at the Neo-Oz Carrier arrive to cut them down to size as they land on the ground to kick Goblin butt. "Challenging a god? This should be fun." Zero said with a cocky smile but spirit full of confidence, getting his blade ready as he and the others join the fight.

"Alright! Let's show Goblin what happens when he messes with Team JNPR!" Jaune shouted.

"Yeah!" The rest of his teammates shares and agrees with his statement, attacking all the tentacles and clones that are coming for them.

Cinder is by her lonesome, attacking the incoming tentacles all alone until Venom comes out of nowhere and slices them up with his own claws. "Cinder!" Cinder's old henchman, Emerald shouted from her behind, with her and Mercury arriving to assist their leader.

"I see you two couldn't go one day without me, could you?" Cinder asked them with a small smirk.

"Sort of…" Mercury started speaking until another tentacle were about to approach him if it wasn't for Venom quickly taking care of it.

 ** _"_** ** _Enough talk! Let's bust some heads!"_** Venom said, slamming his fists together.

"I like the way you think, Venom." Cinder said with a smile as she gets ready to continue fighting.

 ** _"_** ** _Yes! We are the agents of destruction! Now let's go and attack the prey!"_** Venom ordered, with the four of them working together to fight against Goblin."

In the middle of battle, the Spider-Man of the year 2099 are fighting against these time-space clones by himself until Ozpin, Glynda, Doctor Oobleck, and Peter Port arrive to help the time-displaced Spider. "Thanks for the unneeded help." Spidey 2099 joked.

"Glad to see all Spiders from across dimensions possess the same, unfunny humor." Glynda said unamused.

"Thank you." Spidey 2099 replied, angering Glynda.

"This isn't time to bicker with one another. Now it is the time to fight for our planet, even if we have to work with her..." Ozpin said, slightly turning his head back to Salem, with the two hated enemies staring at each other, both sharing a serious expression as they both don't like the idea of actually working together.

While working with the Phoenix and Rogue to fight off more of Goblin's massive clone army, both Blake and llia gain some unexpected help from the likes the X-Men's fierce enemy Magneto, but also from Adam Taurus, former member of the White Fang. "Adam?! What are you and Magneto doing here?" Blake asked, completely surprised to see her former partner in this battle for reality.

"Your military pals thought it was a good idea for us to help out. Like it or not, this is my world too. That, and…" Adam looks away from Blake for a second. "I figure I owe you and the Spider for saving me." He said, which does seem to make Blake happy to hear him say that.

"Come on, my friends. Goblin has much to pay for using me for his games of destruction." Magneto said while hovering in the air.

"Just promise you won't betray us when this is all over, otherwise I will hunt you down myself." Rogue warned Magneto and Adam before they all teamed up against more of Goblin's ever-growing army.

On another side of the huge battlefield across the city, Ruby and Yang are taking down a couple of time-space clones by themselves until they receive some assistance from Zwei and their father Taiyang. "Dad!" Ruby shouted, happy to see her father here to help them out.

"And not just me!" Taiyang replied with a smile.

While Ruby and Yang are temporarily confused on what he's talking about, two clones and some Grimm lunge at them from their backs, only for a woman with a sword cutting them down in a flash before they could ever reach the girls. "Huh?" Yang and Ruby turn around and are surprised to see its none other than Yang's mother, Raven. "Mom?!" Yang shouted, shocked to see her missing mother appear now out of all times.

Raven lets out a small smile before turning to her children. "Thought it was the right time to have a family reunion, since we're all about to die in the next few minutes."

"You arrive NOW to meet your children? You're a terrible mom."

Raven turns to a lamppost to see Spider-Girl on top of it. "Sup." She saluted to the bird lady.

"Ah great, there's more of you. Guess it is the end of the world." Raven partially joked, not in any mood to meet and talk to another annoying Spider.

"Yup." Spider-Girl happily replied, earning a grunt from Raven before she turns to her family.

"How about we take this time to fight as a family for once?" Taiyang asked his children, dog, and wife.

"Yeah!" Ruby responded.

"Whatever." Raven simply said, earning a small growl from her first daughter before they all fight as a family and take down more of Goblin's clone and Grimm army, with Spider-Girl joining in as well.

Soon, the rest of the Avengers like Black Panther and the two Spider-Women (Jessica Drew and Julia Carpenter), other heroes like Shang Chi, Iron Fist and Luke Cage, and other huntsmen like Team CRDL, Team ABRN, Team FNKI, and Penny all arrive to support and assist the united heroes against the Devil Demogoblin's immense might, with the extra assistance of two Helicarriers and two Atlesian airships that are commanded by Nick Fury and James Ironwood, but they quickly become overwhelmed by Goblin's intense, worldly power.

In the air while web swinging, both the Spider-Man of the present and Spider-Man of the future work together to destroy some of the tentacles while in mid-air, noticing reality is getting more and more unstable as they fight. "Man, things are getting nuts! What's happening with you, future me?" Spidey asked while dodging and webbing up a few tentacles and Goblin Ultron clones.

"Oh, no worries. Just fighting against time-space Loki clones while reality collapses. Nothing that needs you to SHOCK UP!" Spidey 2099 said while fighting and defeating a few Goblin Loki clones.

"Okay, I get it! I'm detentacling him as fast I can!" Spidey replied to him.

"'Detentacling?' Don't use made-up words!"

"Right, what the shock was I thinking?"

"Spidey! Destroying those tentacles won't do use any good!"

"Really? So what do you-!" Spidey is then slapped by a tentacle, sending him flying across the battlefield.

"SPIDEY!" Spider-Man 2099 shouts for his well-being before he too is smacked by a tentacle.

 **BGM End**

Spider-Man Prime is thankfully okay and gets back up from the ground while watching everyone else fight. "This is hopeless. We need a back-up plan."

Spidey turns to see Salem walk up to him. "Why? We have heroes from both worlds working together and some special, world-saving weapons Iron Man and the rest are currently working on back on Earth." He informed Salem.

"And are you completely confident they will help win us the day?" Salem asked the teenage superhero.

"Yes…I think…hopefully." Spider-Man said, earning a scoff from Salem. "Okay, Morgan Le Fey, what do you have in mind?"

"The relics." She replied.

"Huh?"

"If we're to beat Goblin and the power he now possesses, we need to play all our cards, and the relics are one of them." Salem said to the Spider hero. "Lionheart once informed me that one of your hero friends, Doctor Strange, sent the relics to a pocket dimension for safe-keeping, and only he could release them. Hopefully with all four relics in our grasp, we should have a better chance in beating Goblin."

Spider-Man blinks a couple of times while not saying anything and continuously stare at Salem. "What? What are you staring at?" Salem asked, wondering what's wrong with him, that is until Spidey hugs her by her shoulder with one arm.

"Salem? The Sensational Savior of Humanity?! "Coming up with _too many quips_! Brain overloading!" Spidey started talking.

"Shut…up." Salem warned and threatened him with her sinister glowing, red eyes, knowing that she just contributed to a plan to save the race she so long hated for centuries.

"Aw, c'mon! When will I ever get the chance to-!"

"NOT ANOTHER WORD!" Salem angrily shouted at him, but he continues talking.

"How 'bout a quick time-out? I can quickly make you a superhero costume. Probably one with a red nose-."

"I MEAN IT!" She replied, forcibly pushing Spider-Man away from her.

"'Spectacular Salem' my butt. You're no fun at all." Spidey said, not even close of being scared of her.

"I didn't think it was possible, but I think I found someone more annoying than Ozpin." Salem said before letting out a sigh. _"If what Goblin said is true, then this child should be able to use the 'true' power of the relics. Ack. Can't believe I'm about to waste all my life's work on this child. Although, once Goblin has been beaten, I could take the relics for myself since everyone will be too tired from the fighting, so I guess it won't be all bad."_ She said in her thoughts, letting out a scheming smile that Spidey didn't notice.

"What are you waiting for, Spider?" Salem asked the hero to hurry it up.

"Alright, alright." Spidey calmed her, reaching for his Webware. "Yo, Dr. Strange! You there?" He contacts the sorcerer supreme, and in a second later, Strange appears from a portal behind Spidey, causing him to trip and fall from surprise.

"I'm here, Spider-Man." Doctor Strange said to the webhead.

"How about next time you teleport in FRONT of me?" Spidey whined to the doctor.

Strange lets out a small chuckle before getting serious with Salem next to him. "So you're Salem, I take it? I've done a lot of background research about you, and let's just say I'm not a big fan of your work."

"Thanks." Salem replied.

"Strange, can you use that mystic eye of yours to summon back the four magic rocks from that pocket dimension of yours? We sort of need them right now." Spider-Man asked the Mystic King.

"I'm sorry, Spider-Man, but Goblin's abuse over time and space is affecting all dimensions, my pocket dimension included, scattering all four relics to the edge of reality." Strange informed the bug and witch.

"Oh, isn't that just perfect." Salem said sarcastically.

"We can still find them, but I'm gonna need a small team that can help me track the relics as fast as possible." Strange said.

 _'_ _I can help with that.'_ Suddenly, Madame Web appears beside the two heroes and villain.

"Madame Web!" Spidey recognized the mystic spider.

"Madame Web?" Salem asked, curious on who the old lady in the chair is.

"Cassandra, what do you suppose we do?" Strange asked the old, spider lady.

"I can augment the four other Spiders' spider-sense to help you track down the relics. They will help guide you to them before reality completely shatters." Madame Web explained the plan to them.

"Sounds like a plan." Spidey said, turning to his Webware to call the other Spiders to his position. "Web Warriors Assemble!"

"Web Warriors? Are we seriously calling ourselves that?" Spider-Gwen asked as she and the other three Spiders land next to their Spider leader. "Because that's actually a pretty cool name."

"Finally, someone agrees with the name." Spidey said before getting back on topic. "Alright, your mission is to go with Doctor Strange and find four, mystic McGuffins that SHOULD help us beat Goblin, hopefully!"

"Don't waste any more time. Go!" Salem ordered the Spiders.

"Sheesh, whatever you say, grandma." Spider-Man Noir joked, angering Salem as they teleport away with the Sorcerer Supreme to wherever in the collapsing reality to find the relics.

"I'll head back to Universe-000 to watch the progress of the fight with the other Spider-deities. Right now, the future of this battle is unknown to all of us, but I have confidence you'll win the day, Spider-Man." Madame Web said to Peter.

"Wouldn't be the first time I helped saved the world. Remember that time I punched Thanos in the face, or the time I freed Adam Warlock to beat that purple, cosmic chin face? Proudest moments of my life yet. Now if only I could get people to laugh at my jokes." Spider-Man rambled while Salem just scoffs beside him.

Madame Web smiled. "Maybe one day. Good luck, Spider-Man." And then she teleported away from the battlefield as Spidey and Salem turn their attention back to the massive battle enveloping Vale as a whole, as it seems that Goblin's time clone army is starting to overwhelm the united heroes.

 **BGM-Dragon Ball Super OST-Jiren Humiliates Goku**

The colossal Devil Demogoblin King beast laughs at his enemies' expense. **_"FOOLS. I WILL DISPOSE OF ALL YOU MINDLESS TRASH. DON'T BOTHER BEGGING FOR YOUR LIFE. ALL LIVES ARE MINE TO TAKE, SO WHAT DIFFERENCE DOES YOURS MAKE?"_**

Thor and Nora team up and smash through countless clones of Onslaught and Loki, but more of them just keep coming by the dozen. "GOBLIN! You will pay for the evil you have wrought upon our worlds!" Thor said, creating a storm to push away the clones, but again, more just keep coming.

 ** _"_** ** _GOOD, EVIL…I HAVE TRANSCENDED SUCH…LIMITED CONCEPTS."_**

"CAPTAIN! We're getting overwhelmed here!" Shang Chi said to Steve while teaming up with Iron Fist and Akuma to take down more of Goblin's army, which slowly increases by the second because of the portals Goblin created to bring them here.

"We need a plan!" Captain America said before shield bashing a couple of Grimm away from him.

"There gonna need my help!" Spider-Man said, powering up his double aura and creates a web-slingshot to fire himself at Goblin directly.

"Wait, you idiot! Stop-!" Salem tries to stop Peter from performing his reckless stunt but it was too late, as Spider-Man launches himself from his slingshot, flying over the heroes to drop kick Goblin in the chest, only for his powerful attack to not leave a tickle on Goblin, except make him laugh at his pathetic attempt to hurt him.

"That idiot!" Cinder said from the ground.

 **BGM End**

 **BGM-Dragon Ball Xenoverse 2 OST-Final Boss Intro**

Spidey chuckles in nervousness before he jumps off from Goblin's chest, only for four tentacles to grab him by each limb, keeping himself in the air while all five heads of Goblin stares at him with a monstrous smile.

"KID!" Wolverine shouted as he runs up to rescue Spidey, only to be surrounded by more clones of Earth's dangerous villains.

"What was he thinking?" Raven asked because of Spidey doing the stupidest stunt in all of history.

Try as he might, even with his double aura, Spidey cannot break free from Goblin's strong, tentacle grip. The only thing it does serve is keep Goblin amused from his pathetic attempt to break free. **_"SPIDER. HAVE YOU EVER DANCED WITH THE DEVIL IN THE PALE MOONLIGHT?"_** The Devil Goblin asked his captive hero.

"I wouldn't know, since you destroyed the moon earlier!" Spider-Man retorted.

Goblin chuckles at his humor. **_"DON'T WORRY. I WILL PROVIDE YOU WITH AN UPCLOSE EXAMPLE, AFTER I'VE ABOSRBED YOU."_** He said, as he slowly drags Spider-Man close to his chest for him to be assimilated. **_"THE ULTIMATE CREATION, FUSED WITH THE ULTIMATE CREATOR, I WILL TRULY REACH EVOLUTION'S ULTIMATE SUMMIT, AND I WILL TRULY BE UNSTOPPABLE."_**

"Oh no, no, no, no! You don't want to absorb me! I taste bad! I haven't even washed this costume yet!" Spider-Man joked while he desperately continues to struggle and break free from the Goblin's tentacles, but he is still continuously dragged closer to his chest.

"SPIDEY!" Ruby shouts from the ground.

"SPIDER-MAN!" The rest of the United Heroes shouted as well, wanting to do something to save him, but the massive, endless clone army prevents them from doing anything to assist him.

 ** _"_** ** _HA HA HA! IT'S ALL OVER FOR YOU, SPIDER-MAN! SAY GOOD-BYE TO YOUR OLD LIFE!"_** Goblin said as Spider-Man is just a few feet away from being completely absorbed through his chest. Just before he could be absorbed, an extremely fast blue blur rips through two of the tentacles holding Spider-Man at a speed Goblin isn't used to. **_"HUH?!"_** He said, as that same blue blur rips through the few tentacles holding Spider-Man while at the same time rescuing him.

"It's a little too soon to start giving up!"

 ** _"_** ** _WHO…"_** Goblin turns his heads to a nearby rooftop, where he finds Spider-Man kneeling there in exhaustion, but he also finds he's not alone, as a small, blue, talking animal that looks like a hedgehog is standing next to him.

The United Army also turns to that same rooftop, where Earth's mightiest heroes recognize Spider-Man's savior. "Is that…?" Captain America starts talking, a bit surprised to see 'him' finally show up.

Spider-Man pants heavily with his head lowered until he looks in front of himself and is happy to see his old, inter-dimensional friend finally joining the fight. "What took you so long, Sonic?" Spidey asked his hedgehog friend, who responds with a cocky smile while staring down at the five-headed Goblin.

 **BGM End**

"Is that a…blue hedgehog?" Sun asked in shocked.

 ** _"_** ** _YOU…YOU'RE THAT TROUBLSOME, SEWER RAT WHO FOUGHT OCTIVAIUS BEFORE."_** Goblin said, recognizing Sonic from the last time two dimensions were in chaos. **_"WHAT ARE YOU DOING HERE?"_**

"I heard that there was a party, so I'm here to crash it and crash YOU, Gobby!" Sonic said while pointing to the massive Goblin, which only serves to get the monster to laugh at his pathetic threat and taunt.

 ** _"_** ** _FOOLISH HEDGEHOG. HOW CAN YOU SUPPOSED TO STOP ME BY YOUR LONESOME?"_**

"Who said I was alone?" Sonic smirked.

 ** _"_** ** _WHAT?"_** Goblin asked, wondering what he meant by that.

Sonic then turns to his ISO-Watch to communicate with the others. "NOW!" He shouted.

 **BGM-Dragon Ball Xenoverse 2 OST-Final Boss Battle**

And from behind the massive Goblin, he is suddenly by a barrage of heavy fire from a familiar looking blue spaceship, and besides that spaceship are Metal Sonic and dozens of Asgardian winged horses led by Valkyrie, Lady Sif, and the Warriors Three. "ATTACK!" Lady Sif shouted to her fellow Asgardians, who all start attacking Osborn with their swords and weapons.

"It's Lady Sif and the other Asgardians!" Thor said, recognizing his fellow warriors.

"And hey, it's the Milano!" Rocket Raccoon recognized the Guardians' spaceship.

"Quill, where the hell were you?" Gamora asked Star-Lord through her communicator.

 _"_ _Oh, you know, saving the galaxy. That, and, being stranded in space because of Groot and Drax messing around with the controls."_ Peter Quill replied to his fellow Guardian. _"Luckily, we did bring in some back-up!"_

Flying above the enormous monster demon, the hanger doors of the Milano opens up to reveal not just Drax, Groot, Knuckles, Shadow, Silver, and Blaze, but also some newcomers from two, different universes. First off are those from Ryu's world: Ken, Chun-Li, Guile, Cammy, and their mortal nemesis, M. Bison. And from the second universe are those from Zero's world: Mega Man X, Axl, and their immortal nemesis, Sigma (sharing a similar design from the Sonic/Mega Man: Worlds Unite crossover comic).

"Ken!" Ryu recognized his best friend from the ground.

"X!" Zero also recognized his best friend/fellow Maverick Hunter.

X and the rest of the other heroes, and villains, from other universes jump off from the Milano and start charging up their respective attacks as they approach Goblin, who is currently being distracted by the surprised ambush from the Asgardians. "YYYYRRRAAAAAAHHHH!" X screamed as everyone unleashes their combined attacks right onto Goblin's multiple faces before landing down to the ground to meet with the united army.

Zero, Ryu, Team JNPR, and Glynda run up to meet with the newcomers. "X! Boy, are we glad to see you guys!" Zero said, happy to see his fellow Maverick Hunters.

"And we're happy to be of assist." X said with a smile.

"I always knew there comes a day when Zero would need our help." Axl said with his laid-back attitude, annoying Zero.

Meanwhile, Ryu gives his old pal Ken a bro-fist. "Nice to see you are, alright." Ryu said with a smile.

"I can't let you have all the fun in saving the multiverse." Ken replied with a smile of his own.

"So you guys are heroes from other dimensions?" Pyrrha asked the newcomers.

"You bet!" Knuckles said.

"I am Groot." Groot said with his native tongue.

"Though I wouldn't count Bison and Sigma as 'heroes'." Guile said while giving a serious stare at the two villains.

"Why are you here, Bison?" Ryu asked the ruler of Shadaloo.

"Calm yourself, Ryu. Goblin made the mistake of threatening MY world. For the moment, me and Sigma will fight beside you." Bison said with his creepy smile.

"And while I would despise this alliance, but for the sweet hatred in your eyes, Zero and X." Sigma said with a grin while staring at his mortal enemies, who both give him a mean glare as a way to threaten him if he ever gets out of hand. "Now let's show Goblin who's the superior kind in our universes." He said, taking out his saber.

"Can we trust him?" Glynda asked X.

"No, so just keep on your guard. Let's move heroes!" X commanded as everyone continues attacking Goblin and his never-ending army.

 **BGM End**

Not far from them, Sonic and Spidey land back on the ground from the rooftop. "Whew. Thanks for the save, Sonic. But do you always have to cut it a bit too close, though?" Spidey asked his hedgehog friend.

"Well yeah, it's what I do. It's not the first time I helped save a universe." Sonic said, just as Captain America, Team RWBYP, Raven, Cinder, and Salem run up to check with the web-slinger.

"Spidey, you're okay!" Ruby hugged Peter before she turned to Sonic. "And are you that Sonic guy Spidey told us about before?" She asked.

"Yup, and you must be that super-fast kid Spidey told me about? Ruby, was it?" Sonic asked.

"Yeah, and these are my friends: Weiss, Blake, and Yang." Ruby points him to her other friends.

"Nice to meet ya, and who are the other three?" Sonic asked while looking at Raven, Cinder, and Salem.

"Her name is Bird Lady, the one in the dress is my all-new sidekick, the Crimson Princess, and that's no one important." Spidey said to Raven, Cinder, and Salem respectively.

"Bird Lady?" Raven repeated with murderous intent in her eyes.

"Sidekick?" Cinder gritted her teeth in anger.

"No one important?" Salem repeated with her eyes glowing in anger while at the same time trying her best to keep cool.

"I'll believe that." Sonic said as he, Spidey, and Team RWBYP laugh at the villains, and anti-hero's, expense, really getting them angry.

"Glad you could make it, Sonic. How did you know we were in danger?" Captain America asked the blue hedgehog.

"Did you really think your world is the only one affected by this Reality Storm? Thankfully, Spidey informed me on the situation beforehand, so me and the guys traveled to other universes to gain some help upon Iron Man's request. Goblin's gonna think twice if he thought he could get away trying to destroy our homes!" Sonic explained to his friends and new friends.

Steve chuckled. "That's our Tony. Only he could think of something like this. How's the progress on the devices?" He asked the hero of Mobius.

"They should be done in a few minutes since Tails and Eggman are working with him." Sonic replied.

"Eggman? That explains why Metal Sonic is here, and the other villains. How did you managed to convince Bison and Baldy McReploid to help us?" Spidey asked Sonic.

"Just because they're villains, doesn't mean they want to see their world destroyed, or at least by someone else any way." Sonic replied.

"He's got a point." Weiss said.

"Okay, but PLEASE tell me you have all seven chaos emeralds with you?" Spidey asked the blue hedgehog.

"Chaos Emeralds?" Salem repeated with interest.

"No." Sonic replied with a smile.

"What?!" Spidey and Team RWBYP shouted in unison.

"Just the one…" Sonic pulls out the blue emerald from his quills to show off to his friends. "And one another with Metal Sonic, and Eggman back on Earth. We didn't have time to find the other four since, you know, we're all about to die in less than 20 minutes."

"This is a chaos emerald?" Raven asked in shock and awe at the mysterious glow coming from the emerald.

"Yup. A gem that contains unlimited power. Collect all seven and you can create a miracle." Sonic summarized the emeralds to his new friends.

"What kind of miracle?" Blake asked.

"The kind that could put the fate of the entire universe in jeopardy." Spidey said.

"Oh? That kind of miracle. Got it." Yang said.

"Gems that contain limitless power…" Cinder said in extreme awe and shock that such power even exists. She then turns to Salem next to her, who is too shock that such power is even real. "Do the relics have that kind of power?"

Salem sighed. "No. At least not that I know any ways."

They all stop talking as they hear the roars of the Devil Demogoblin King gather their immediate attention, obviously irritated by the new heroes who decided to show up out of nowhere, something he wasn't expecting at all. "We should move! Hold off Goblin until Tony and the others are finished with the devices!" Captain America informed everyone.

"And with the other Spiders retrieving the relics." Salem added.

"Other Spiders?" Sonic wonders.

"It's been a long day." Spidey said to Sonic.

Sonic smirked before slamming his fists together. "In that case, let's get this party started! I've been itching for an adventure this awesome in quite a while!" He said while tossing up the chaos emerald in his hand.

"I like the way you think, Sonic!" Yang said with a smile.

"Let's just get this over with." Raven said.

"Let's go!" Ruby shouted as they all continue the massive attack onto the Goblin King and his army, now with more heroes and villains helping them from other worlds entirely.

* * *

 **Earth, Avengers Tower**

Thanks to the recent help from Tails and Dr. Eggman, Tony, Reed, and Hank Pym have managed to complete the full ISO-Chaos Armor and the cannon weapon to take down Goblin and save reality.

"And with that, we're finished." Reed said, wiping the sweat from his head, looking over the armor and cannon.

"We couldn't have done it without you two." Hank said with a smile towards Tails and Eggman.

"Thanks Dr. Pym." Tails replied with a smile of his own. "I'm just surprised just how strong these ISO Emeralds are. They're about as strong as the Super Emeralds from our dimension I would say."

"I'll admit. I had no idea fusing chaos energy and ISO-8 energy was actually possible and would form this much power." Eggman admitted, actually impressed by Earth's genius.

"Thanks, Doc. You're not bad yourself, for a guy who has a fetish for putting his face on everything." Tony said, angering Eggman.

"Kind of like you?" Hank asked Stark with a smirk.

"No…Not all the time." Tony said, sighing as Hank laughs at him. As Tony digitizes the armor and medium sized cannon into his own armor, Qrow, Winter, and the rest of the Fantastic Four enter the lab.

"Stark, you good, because we should go, now!" Qrow asked the Armored Avenger.

Tony puts on his faceplate and turns to his allies and friends from alternate dimensions. **"Guys, we're late for the party! Come on, it's time for our grand entrance!"** And with everyone nodding in agreement, Tails opens up a portal to Remnant with his ISO-Watch and the united heroes enter through it to save their worlds from utter destruction.

* * *

 **Remnant, City of Vale**

 **BGM-Dragon Ball Z: Budokai Tenkaichi 3 OST-Dynamite Battle**

Now with the United Heroes being united with more heroes from parallel dimensions, they have managed to turn the tide of the battle and start to overwhelm Goblin's massive, fused body and his clone army of his Cabal, himself, and the Grimm.

In the middle of the battlefield, Spidey, Ruby, and Sonic work together to take down dozens of clones, using the combined might of Spidey's double aura, Ruby's silver eye powers, and Sonic's chaos emerald, which definitely is giving them an advantage. "Yo Ruby! Team-up attack!" Sonic shouts to the little red riding hood warrior.

"Got it!" Ruby responded, and with their two powers combined, they double boost through hundreds of clones in just a few seconds. "Nice!" The two 15-year-olds give each other a high-five.

Despite not taking much damage himself because of his power and immortality, Goblin is nonetheless annoyed by their constant and petty attempts to take him down. **_"ARGH! JUST BECAUSE YOU GOT SOME HELP, DOESN'T MEAN YOU ARE A MATCH FOR ME!"_** He proclaimed, using his power to create a giant force field that protects himself and blows away the resistance.

Drax, Knuckles, and Red Hulk leap into the air and combine their own, immense might to punch through the barrier, but not even their power could even leave a scratch. "Darn! This shield is impenetrable!" Drax said.

"It's gonna take a lot more than brute strength to destroy this thing!" Red Hulk said.

Silver floats into the air and uses his telekinesis in hopes of disrupting the barrier, but not even his power could find a way to open a whole in it. "I can't make an opening! We need to find a way to pierce through that shield!" He said.

"I got a plan! Ruby, can I borrow your gun-scythe for a second?" Spidey asked his friend.

"Sure, just don't break it!" Ruby tossed her ISO-Crescent Rose over to Spidey.

"Thanks! Sonic! Gonna need you for this!" Spidey said to the hedgehog.

"Right on!" Sonic gave a thumbs up before he and Spidey head off to find a good spot to execute their plans.

While they get into position, the united army continues pushing through Goblin's army, with Shadow and Raven teaming up side-by-side to take down a few Onslaughts and Oni clones. "Not bad." Raven complemented the black hedgehog with a small smile.

"Same to you." Shadow said with no smile whatsoever.

"You're not much of the talkative type, are you?" Raven asked.

Shadow grunted. "And you're not much of a supporter to others. I can tell from your eyes."

"Only when it suits my needs, which is far and between." Raven replied.

"Just don't do anything to jeopardize the mission, otherwise I won't hesitate to destroy you." Shadow said before dashing away to attack more clones.

"I don't like his attitude." Raven said before fighting her own battles.

Somewhere else in the battle, Blake teams up with Black Cat and Blaze to deliver some fiery combo attacks onto Syn Goblin clones. "Now that's what I call teamwork." Blake said with a smile.

"Hope you're ready to continue, cats, because we're not done yet!" Black Cat said with whip in her hand.

"I can take on hundreds of these clones without breaking a sweat." Blaze said with a cocky smile before they continue fighting.

On top of the Milano, while Star-Lord is flying and dodging the all those that are trying to destroy his ship, Spidey is holding Ruby's gun with Sonic standing next to him. "Got the plan?" Spidey asked the blue boy.

"Got it!" Sonic then jumps into the main slot of the gun, charging up his light speed attack while powering up with his chaos emerald. Spidey then powers up his own double aura energy while sticking to the top of the Milano.

 _"_ _Whatever you two have planned, do it now! I just washed this ship yesterday!"_ Star-Lord urged them to hurry it up.

"Get ready: Sonic Driver, fire!" Spidey shouted, unleashing a huge energy blast from the gun, with Sonic being inside that blast, moving at light speed and looking like a red-and-blue shooting star.

Everyone stops fighting for a second to see the shooting star Sonic and the smile he has while in ball form. "Are they insane?!" Weiss shouted at just how crazy their combined attack is.

"Coool! He's like a shooting star! Let's make a wish!" Ruby said to Weiss, only to get smacked in the head by the heiress for thinking about that at this moment.

The Devil Demogoblin could do nothing but watch as Sonic pierces through his energy barrier while also knocking him unconscious, at least for a little while. Sonic lands back with the others just as Spidey lands with him. "That was tight!" Sonic said.

"Perfect as always!" Spidey then gave him a fist-bump.

As Spidey gives Ruby back her Crescent Rose, all of the united heroes notice a portal open up behind them, which reveals Iron Man, Tails, Eggman, Yellowjacket, Qrow, Winter, and the Fantastic Four, all finally entering the battle. "Tony! It's about time!" Spidey waved at Stark.

 **"** **Special delivery for the Goblin Ki-…"** Iron Man pauses for a second to be either amazed or terrified of Goblin's massive, monstrous form. **"My, haven't you grown?"** He quipped as Goblin slowly wakes back up.

Sonic notices that his best friend, Tails, now owns the red chaos emerald that Eggman previously had. "Tails! Throw that emerald to Shadow, okay?" He asked.

"Got it! Shadow!" Tails throws the emerald to Shadow, who easily catches it with one hand in the air.

Shadow lets out a small smile. "Hmph. Now things can finally get interesting."

"It's more of those chaos emeralds." Cinder said to Salem next to her.

"I'm really curious on what happens when one holds all seven." Salem said with her arms crossed.

Iron Man walks up to Spidey and Ruby. **"Spidey! Ruby! Ready?"** He asked the kids.

"Yeah." Spidey nodded.

"Wait, why me?" Ruby asked confused, wondering why Tony called out to her as well.

Using his advanced tech and armor, Tony projects a holographic, blue screen in front of himself. With the press of a single button in front of him, Iron Man materializes thousands of small, blue particles around Spider-Man, as it then forms together to give him his new armor, which the sleek design looking like his red-and-blue regular costume but with a metal plating and, of course, slightly redesigned, with glowing blue, eye lenses, all seven ISO Emeralds implanted at various parts of the armor, elongated shoulder pads, and a shiny blue ISO-8 spider-shaped crystal on his forehead (The design in based off the "Iron Spider" suit from the MCU).

 **"** **Say hello to the Iron Spider Mark. IV, also known as the ISO-Chaos Armor."** Iron Man introduced the new armor to everyone.

Sonic whistled. "Not bad. Not bad at all."

 **"** **It even has that new armor smell."** Spidey said.

Iron Man then presses another button on his holographic touch screen, where he materializes a medium sized gun cannon, that looks like his Proton Cannon but with a red/black/silver color scheme, and gives it to Ruby. "What's this?" Ruby asked Iron Man.

 **"** **Perfection. I call this baby…the Crescent Nullifier! Let it rip, kid!"** Tony presses a button on the side of the Crescent Nullifier.

 **BGM-The Avengers OST-Main Theme**

The Crescent Nullifier starts charging up power, since it is modeled off the Ultimate Nullifier and is powered by the ISO-8, which makes it hard for Ruby to control. Thankfully, Spidey has her back, points her to the direction to hit Goblin with, and with a smile, Ruby shoots a large red/black beam of energy directly at Goblin, causing him to roar in pain from his power being weakened.

"The negative energy from the Maidens' powers have been weakened, but only for a short while! This is our only chance to really give it to Goblin!" Reed Richards informed everyone.

"What?! Weaken a maiden's power?! That's possible?!" Salem asked, completely caught off-guard by their genius.

Cinder sighed, as she went through the exact same reaction back at Avengers Tower. "Apparently."

Now Goblin is really frustrated, having not known they had this up their sleeves this entire time. **_"YOU'VE INTERFERED ENOUGH!"_**

"That's our que." X said as he walks up to Captain America.

"Right." Cap said before he, Captain Marvel, Spider-Man, Ruby, Ozpin, Sonic, X, and Ryu, leaders and representatives of each world, all turn around to face their United Army, composed of heroes and villains from FIVE different universes. "Everyone, listen up! Everything we've fought for has come to this! Right here, right now, this ends!"

"Hope you all are ready, because it's time for our counter attack and save our worlds! LET'S GO!" Captain Marvel said to the Unified Army, where they all cheer, determined to finish this fight once and for all as time is slowly catching up to them, with reality about to be destroyed at any moment.

 **BGM End**

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Thanks to this new armor Tony gave me, and with some help from other universes, we might actually have a chance in finally beating Goblin before everything in reality is destroyed. Wait, what's Goblin doing? Is he absorbing more power from the other worlds? Oh, of course! Nothing is ever easy for us!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Battle for Remnant (Part 2)-Limitless Doomsday_**

 **Ruby: Whooooa, Spidey, what happened to you?**

* * *

 **KFX here: The penultimate issue to determine the fate of the multiverse is coming next chapter, where the Unified Army now go all out to take down Goblin. Will they succeed? The super answer lies in the power of the ISO Emeralds, Chaos Emeralds, Maidens, and the Relics. Stay tuned.**


	84. Vol 3 Issue 27: Battle for Remnant Pt2

_Vol 3 Issue 27: Battle for Remnant (Part 2)-Limitless Doomsday_

 **City of Vale (10 minutes until reality shreds into oblivion)**

On board one of his two Helicarriers hovering above the warzone, Nick Fury is currently having a brief conversation with Captain America, and James Ironwood on one of his two Atlesian airships, about their counter attack against the Devil Demogoblin King, who had previously fused with Remnant to gain more power.

 _"_ _Fury, you ready?"_ Steve asked the Director of S.H.I.E.L.D.

"Ready! Ironwood?" Fury turns to his fellow military partner on the screen.

 _"_ _Lock and loaded!"_ Ironwood replied.

 _"_ _Alright! Wait for our signal!"_ Captain America advised the two commanders.

* * *

 **BGM-Sonic Riders: Zero Gravity OST-The Core**

The United Army, composed of different heroes and villains from five different dimensions, all line up and prepare to continue the fight for the multiverse against the dreaded Devil Demogoblin King and his space-time clone army of his Cabal, Grimm, himself, and now clones of his fiery Goblin Reapers and his Oz-Symbiote Soldiers: Scream, Riot, Phage, Agony, and Lasher.

 ** _"_** ** _YOU SHALL FEEL MY WRATH…KNEEL BEFORE YOUR GOD!"_** The Dark Goblin King threatened his enemies from across time and space.

Captain Marvel and Qrow walk up in front of the Unified Army so Carol can make fun of the monstrous king. "I've met a lot of gods, Goblin King. You're not even in my top ten." She said, infuriating the Goblin as he lets out a furious and powerful roar that almost blows them all away.

"Let's get this party started people!" Qrow said, pointing his sword towards the Goblin.

"Now! Everyone, attack!" Captain America shouted to his fellow allies, as everyone from the ground to the air start fighting against the Goblin and his seemingly endless army of clones. "Speed team: Blitz through the enemy lines!" He ordered the fastest members of their army, which consists of heroes like Sonic, Ruby, Quicksilver, etc.

"Roger that, Cap!" Sonic replied as he leads the speed team to blitz and boost through the clones with relative ease. "Time for the big finale!" He said as he runs with Ruby.

"Full speed ahead, everyone! Let's push through them!" Ruby encouraged the rest of the team as they continue fighting against the clones at high speed.

"Skill team: Those Onslaught and Oni clones are the most troublesome! Take them out!" Captain America ordered as he throws his shield at a few Goblin Grimm before it flies back to his hand.

The Skill team is composed of warriors with an impressive moveset and experienced close-hand combatants like X and his Maverick Hunters, The Schnee Sisters, Ryu and his warrior friends, the White Fang, etc. The Leader of the Mavericks, Sigma, walks up beside his arch-enemy, X, with his energy blade in hand. "Alright, X. Show me how well you can lead an army." Sigma said to his nemesis with a creepy smile on his face.

X manifests and equips his Fourth Armor (From Mega Man X4) to increase all his abilities, while Zero transforms into Black Zero to enhance his own strength. "Skill team! Let's go!" X said to his forces, as they all start fighting against the Onslaught and Oni clones, with the different heroes and villains working together with those not native from their worlds to combat the threat.

"Spinning Bird Kick!" Chun-Li shouts while attacking an Onslaught clone.

"Spiral Arrow!" Cammy shouted while spiraling through five Onslaught clones like a drill with her kicks.

"Shoryuken!" Ken launches a fiery uppercut against another clone.

"Sonic Boom!" Guile unleashes an energy attack to slices through a dozen Grimm at once.

Ryu and Akuma launch themselves into the air, both powering up their respective Hadoken blasts. "Hadoken!" They both shouted at the same time, destroying a good chunk of the Oni clones from their combined attacks.

"Power team: Use all your strength to take down those symbiotes and Goblin!" Captain America shouted to the Power formation unit, which composed of each universe's strongest, such as all three Hulks, Knuckles, Yang, Venom, Nora (wearing her Thor helmet), Bison, etc.

"Hope you got stronger since last time, knucklehead." Hulk grinned to Knuckles while slamming his fists together.

"Heh, I've been training for our rematch! Let me show you what I learned!" Knuckles replied with a smirk, using his impressive strength, combined with his Maximum Heat Knuckles Attack, and charges through a small army of symbiote clones with relative ease.

While he and some of the other powerhouses focus on taking down the symbiote clones, all three hulks and Yang leap to the air to attack one of Osborn's many, disgusting heads. "HULKS AND YANG SMASH!" Hulk shouted, with all four combining their attacks to punch one of the five heads with great force, causing it to roar in pain.

"Flight team: You're our aerial support! Destroy anything that's in the sky!" Captain America instructed the flyers, which consists of heroes like Iron Man, Tails, Metal Sonic, Silver, Nova, Star Lord, and many more, including the dozens of Asgardian warriors on their winged horses, Helicarriers and Atlesian Airships.

 **"** **Alright heroes! Let's work for a living!"** Iron Man quipped as he and Lady Sif leads the flight team to attack the flying Goblin Grimm and the hundreds of Goblin Reapers dashing at them.

Silver uses his psychokinesis to telekinetically grab and stun lock dozens of clones in the air, leaving the Asgardians to strike them down with their swords and arrows. "Eat ice pellets, Grim, and when I mean 'Grim' I mean the reapers, not the beasts!" Star-Lord quipped as he uses his Element Gun to freeze the Goblin Reapers in the air, leaving Metal Sonic and a few S.H.I.E.L.D. fighter jets to take down them with their piercing attacks.

Spider-Man, now in his new 'ISO-Chaos Armor', powers up a golden aura and starts tearing through multiple flying Goblin forces with his devastatingly, enhanced repulsor blasts while working alongside Jean Grey.

"I can see you've finally managed to master your power, Spidey." Jean Grey said to Spider-Man with a proud smile on her face.

 **"** **You knew I had to die so I can unlock my full potential, am I right?"** Spidey asked while blitzing through more Goblin Reapers like they were nothing.

"Maaaybe." Jean Grey said before blasting away some goblins with a massive fire wave. "How's that armor by the way?"

 **"** **Fantastic! Feels just like the time I used the chaos emeralds, but I'm getting stronger and stronger thanks to the ISO-8 properties."** Spidey replied to her.

"How about we put your power to the ultimate test?" Phoenix asked with a smirk.

 **"** **As long as this test doesn't involve short answer questions, then let's do this."** Spidey said as the two of them hover in the air, facing the Devil Goblin. Both the Spider and the Phoenix powers up and summon their respective, cosmic avatars: The Man-Spider and the Phoenix Force respectively, charging up two, killer looking mouth blasts at the same time before firing at the Devil Goblin, causing him to stagger in great pain.

 _"_ _How long were you able to do that?"_ Sonic asked the Spider about his Man-Spider summoning.

 **"** **Forever, apparently."** Spidey replied.

 _"_ _Really? Cool!"_

 **BGM End**

 **BGM-Sonic Unleashed OST-Dark Gaia (Running)**

While the Devil Demogoblin is left dazed for a short while, both Ant-Man and Yellowjacket grow giant and hold him in place while he struggles to break free. **_"GET OFF ME, TINY INSECTS!"_**

"Okay…If anyone got a plan…do it now!" Ant-Man shouted to the unified army hurry it up.

 **"** **I got one!"** Spider-Man responded, flying all the way to one of Goblin's five heads, where he lands on the forehead and notices the dark blue gemstone sticking out. **"This must be where Goblin is holding one of the Maiden's powers and souls. I wonder…if I break this, will it weaken him and free the girls?"** He asked himself before reeling back a golden aura-filled fist. **"One way to find out! I hate the thought of just punching you in the face. There's no imagination, no elegance, no…Aw heck, I'm goin' for it."** He then repeatedly starts punching the gemstone on Goblin's forehead, causing him to roar out in pain. **"Y'know, the whole face punching thing is kind of fun. Well, more fun for me than you."** He said before cracking the gemstone, as he then enters the mouth of the current head, blasting it from the inside before it explodes, leaving four heads left to destroy.

After enduring enough punishment, Goblin releases an invisible shockwave that knocks back all three insects from his body while he attends to his missing head. **"Well that didn't do anything except piss him off even more than he already is. Ah well."** Spidey casually said with a shrug before he is forced to fight more goblins in mid-air.

On the ground, Thor and Blaze the Cat fight off some more symbiotes by combining their thunder and fire together, easily destroying them with little trouble. While in the amidst of fighting, both the God of Thunder and the Princess of the Sol Dimension were about to be ambushed by Goblin Loki clones until the REAL Loki appears out of nowhere and saves the two.

"Loki?!" Thor said, shocked to see his mischievous brother at the battlefield.

"Hello brother. I hear you are in need of some assistance." Loki replied to Thor while sticking his scepter to the ground.

"Why are you here? Surely Lady Sif didn't release you just to help us." Thor asked.

"Nope. I have 'him' for my being here." Loki points to the Dread Lord Dormammu descending from the sky to meet with Thor and Blaze.

"Dormammu?!" Thor said in surprise to see the Lord of the Dark Dimension here of all places.

"This guy is not a friend of yours, I presume?" Blaze asked.

"Nay. Why are you here, Dormammu?" Thor points his hammer at Dormammu.

 ** _"_** ** _Isn't it obvious? To help you, weakling bugs, take care of Goblin."_** Dormammu answered, getting a gasp from the two, inter-dimensional heroes. **_"That fool is playing with power beyond his comprehension, and because of that, my Dark Dimension is also getting affected by this disaster, weakening my powers in the process. That's why I sought Loki's help, and that's why I'm forced to work with you heroes if it means to save myself and my dimension."_**

"Fine, but be forewarn, we'll be watching you." Thor warned the Dark Lord before he turns around to face more goblins coming at them. "To battle, my friends!" He shouted as he, Blaze, Loki, and Dormammu start fighting against the time clones as a team.

In another part of the warzone, Shadow is effortlessly taking down the Ultron clones and Grimm coming his way, and would've taken down an Onslaught clone if Sonic didn't decide to take that chance away from him. "I didn't need your help!" Shadow angrily said to the blue hedgehog.

"I know. I just like to steal your fun." Sonic replied with a smile before dashing off with Quicksilver, leaving an angry Shadow to use chaos control to teleport himself across the battlefield to kick and knock down a couple of clones with his ultimate strength.

As he lands back on the ground, one Goblin Death Stalker was about to use its tail to stab him in the back, but Raven appears out of her bird form and slices it and the scorpion beast before Shadow could turn around to finish it on his own. "What do you want?" Shadow asked with a blank expression and his arms crossed.

"Your welcome by the way." Raven replied, not a fan of his attitude. Before she could get ambushed by a Goblin Reaper about to use its scythe to slice her head off, Shadow fires a chaos spear at the ghost, destroying it. "Not bad. Want to teach me how you do that?" She asked the black hedgehog.

"Just don't get on my nerves and I might think about it." Shadow replied while holding his red chaos emerald.

"Whatever you say, hedgehog." Raven said while holding her red ISO-8 crystal, as the both of them work together to take down more hostile goblin clones.

On another side of the battle field, the girls of Team RWBYP work together to take down more clones while they make their way towards the Devil Goblin. "Guys! Let's perform the same trick we did during initiation!" Ruby instructed her teammates about the very first time they team up when they arrived at Beacon.

"Got it!" All three girls replied to Ruby's plan, with Blake and Yang putting some ribbons like a line as it held off two lampposts as Ruby jumped, using her scythe to land on the makeshift bungee line towards one of Goblin's foreheads, with Weiss using her glyph to attract Ruby, making the ribbon stretch even more.

"Think you can make the shot?" Ruby asked the heiress.

"Hmm! Can I!" Weiss said confidently, leaving Ruby to think about her comment for a second, just like last time. "Don't even say it, because I know what you're about to say." Weiss said before Ruby could open her mouth.

Ruby is then shot out from the spring ribbon, using the gun part of her scythe and Weiss' glyphs to run up towards Goblin's head at high speed, decapitating the second head before landing back to the ground safely. "Aw yeah!" The rest of the girls cheered for Ruby, with the little red-hooded girl wiping her nose with a finger and a smile.

Elsewhere, Axl of the Maverick Hunters is teaming up with Emerald of Cinder's faction, using their dual guns to shoot down some clones and Grimm side by side each other. "Not bad, kid." Axl said to Emerald with a smile.

"Kid? I'm sure I'm WAY older than you, robot boy." Emerald replied with a smirk.

"Whatever you say, Auntie." Axl joked with a chuckle, angering Emerald but does get a short laugh from her after.

"So, you despise the humans too, huh?" Sigma asked Adam Taurus as the two anti-human terrorists slice through some Ultron clones with their respective swords.

"More than anything. I'm guessing you share similar ideals to mine?" Adam asked Sigma after shooting down some Goblin Reapers in the air.

Sigma chuckled. "Perhaps. I do consider us reploids superior to the humans, and will do anything to make sure the world realize that as well. Whatever it takes."

"Hmph. Glad I met someone in the multiverse who understands where I'm coming from." Adam said.

"Likewise, young one. Now let's work together to dispose of these mindless trash." Sigma points his blade at a some symbiotes and Onslaught clones before the two charge at them and starts slicing them into tiny pieces.

Around the same area, X is teaming together with Penny and Vision to destroy some clones as they talk with each other. "Wow X, Zero told me you were awesome, but I never knew you were THIS awesome!" Penny said to the Maverick Hunter Leader, amazed by the reploid's combat skills, but more importantly, just how kind and _human_ he is.

X lets out a small chuckle. "Thanks, Penny. I'm just glad to meet robots like you and Vision who share my sentiments about robot/human equality. I know one-day Dr. Light's dream of having robots and humans seen as one will happen. That is why we must continue fighting for our future."

 **"** **And we will be happy to help achieve that dream, X."** Vision said.

"Me too!" Penny fist pump the air.

X smiled. "Heh. You two definitely remind me so much of me. Come on. Let's go help out our friends." He said to his robot pals as the three robot amigos rush towards to help their human allies.

While the gargantuan Devil Demogoblin is distracted by the barrage of gun fire and attacks from the heroes' airships and the heroes themselves, Team Sonic rushes in from the ground to perform a team blast. "Tails! Knuckles! You ready?" Sonic asked his friends while holding the chaos emerald in his hand.

"Yeah!" They replied, with Knuckles grabbing onto Tails by his feet, who is also holding onto Sonic's feet and begins swinging them around to gain momentum. After spinning a few times, Knuckles lets go of Tails who then kicks Sonic into the air while Sonic is surrounded in a blue aura. Sonic then yells "Blast Away!" and unleashes a massive Light Speed Attack onto the massive Goblin body, striking him at all sides and angles at astounding speeds that Goblin can't do anything to him.

"Shadow! Metal!" Sonic shouted to his doppelgangers from the air, and with a quick nod, all three holders of a chaos emerald band together while in mid-air, spinning in place while powering up with their emerald, giving them an aura corresponding to their emerald's color, before they pierce through the third Goblin head at light speed, destroying that one in the process.

"YEAH! That's how you do it!" Eggman shouted to his creation and the Mobians from the side, using the Egg Walker he brought with him to attack goblin clones and Grimm with his missiles and lasers. "Take that! Take that! There could only exist one, true genius in this multiverse, and that is me!" He said to expand his own, selfish ego.

During the battle, reality is slowly getting more and more unstable, but that doesn't leave the heroes worried as they continue to work together to save their worlds from utter destruction Rivals like Spider-Man and Venom, Sonic and Metal Sonic, Ruby and Cinder, all work side-by-side to take down the more formidable enemy in front of them, putting away their hatred for one another to the back burner until all is done and the chaos has been averted.

 **BGM End**

While by her lonesome, Salem takes down a few clones and her once, loyal Grimm with her mysterious power before receiving some assistance from her mortal and most hated enemy, Ozpin. "I don't recall asking for your help, Ozpin." Salem said to her most hated rival.

"Is that anyway you greet an old friend after all these years?" Ozpin asked with a small smile on his face.

Salem crossed her arms. "Hmph. Friend? Funny. I didn't know you possess a sense of humor."

"That's what happens when you hang out with a boy like Spider-Man for so many months. Some of his traits eventually rub off on you." Ozpin replied.

"That child is infectious." Salem said.

"But interesting at the same time, don't you agree?" Ozpin turns to her, but she refuses to make eye contact with him as they look towards the big battle in front of them.

"Is this child the one you refer to as a 'smaller, more honest soul'?" Salem asked the Headmaster.

 **BGM-Dragon Ball Super OST-Master and Pupil**

"No…" Ozpin looks to where Ruby is fighting. "That would be another person. Spider-Man is someone more…unique. I would say he possess a stronger, purer soul, one that is hard to describe and is hard to attain. One that possess a dangerous ability that I doubt even YOU could ever destroy."

"And what would that be?" Salem asked him.

"I'm sure you already know by now. Look around you…" Ozpin points to her Spider-Man working together with his many allies from across dimensions, some of those allies being villains and rivals like Venom, Cinder, and Adam, foes who hate Spider-Man with all their heart, but are here working with him side-by-side. "Spider-Man's own mysterious character has a strange charm that attracts friends and foes alike to help him, despite their recent history."

"Are you sure it's not because we're forced to work with him because of the situation we're in now?" Salem asked the old man.

"Part of it, yes, but I'm also sure it's because his enemies and rivals does find him charming and have, in some way, influenced their lives to some degree." Ozpin replied to her. "Enemies like Cinder and Adam have been influenced and perhaps changed just by being around him for a short while…" He then turns to Salem next to her, who doesn't look at him in the eyes. "Even you."

Salem closes her eyes. "Is that a fact?"

"Indeed. I've heard you were the one who came up with the idea to bring the relics here to help us win this battle." Ozpin said, causing Salem to slightly flinch from his words of truth. "In the past, I know you would never go through such lengths unless it benefits you in some way, and would definitely not put yourself in harm's way for another, especially for an enemy. And yet here you are, working with us to fight and save the people you've despised for so long. Risking your own life and selfish goals for our united survival. Am I not wrong?" He asked her, forming a small smile on his face.

"Hmph. The only thing I know is that boy is infectious AND dangerous…" Salem then opens her eyes. "I don't want to be around when he gets older."

"You haven't answered my question." Ozpin told her.

"Quiet." Salem replied, getting a small chuckle from Ozpin before they reunite with the heroes to continue battle with the Goblin and his army.

 **BGM End**

"Spidey!" Cinder shouted to the flying hero from the ground so he can pick her up. Spidey swoops in and grabs her hand as they approach the fourth head of the Devil Goblin.

 **"** **Remember to be gentle. He can be VERY sensitive to anything pokey."** Spidey warned her.

"Oh, I'll be gentle alright." Cinder replied with a smirk before Spidey lets her go as she forms a fire blade and stabs the gemstone on the monster's forehead, causing him to roar out in pain, shaking Cinder from his head, but thankfully Spidey grabs her and flies her back to where Ruby and Sonic are standing.

"Alright! Sonic, you ready?" Ruby asked the heroic hedgehog.

"You bet!" Sonic gives her a thumbs up, entering his ball form and then slotting himself into Ruby's Crescent Nullifier as she charges up the cannon with energy.

 **"** **Don't forget about me!"** Spidey said, charging up his golden aura and then getting in stance to perform a Shin Hadoken combined with ISO Emerald repulsor energy. **"Kaiser Shin Hadoken…"**

"Sonic Driver…" Ruby continues talking as her cannon finishes charging up with power.

"FIRE!" Both heroes fire their respective blasts at the center chest of the Goblin's massive, fused body.

"YOUR MINE, GOBLIN!" Sonic proclaimed with a smile while enveloped with the fused energy blasts, pushing the Goblin King back with extensive and devastating force before flipping away from the one-headed goblinzilla.

The colossal Devil Demogoblin, now with only one head left and the maidens' power _supposedly_ cut off from him, he stumbles and reels his entire body back before face planting onto the ground, supposedly beaten.

"Is he finished?" Jaune asked the unified army if they won the battle.

"Not quite, boy." Bison responded.

"I doubt Goblin will be beaten that easily." Zero said, keeping his guard up.

"Stay focused everyone! Who knows what other tricks Goblin has left?" Captain America instructed the united heroes.

Spidey, Sonic, and Ruby stay focused and stare at Goblin intently, wondering what his next move will be until Spidey's spider-sense kicks in and Goblin starts laughing manically as he gets right back up from the ground with a smile on his face. **_"YOU HAVE ALL FOUGHT BRAVELY, AGAINST LITTLE MORE THAN MY IMPERFECT FORM."_**

 **"** **Imperfect?"** Spider-Man repeated.

"I thought he was already perfect?" Ruby asked, looking confused.

"Guess Goblin still has one more trick up his sleeveless sleeves." Sonic said.

 **BGM-Sonic Unleashed OST-Dark World ~ Hope and Despair**

Goblin starts to create many portals that leads to other worlds in the multiverse and sends his Goblin Reapers to across time and space, which leaves the united heroes confused on what he is planning. One Goblin Repear is sent to the shattered Earth-616 that's existing in the same dimensional space as Remnant now, plunging itself to the Earth's core, turning it green and covering the skies of the planet with a green aura, leaving the civilians confused and scared. Another Goblin Repear plunges itself to the sun, turning it completely green like the Earth's core.

"What's happening?!" Sienna Kahn asked as they see the sun and the Earth's core turn green.

 **"** **I…have no idea."** Iron Man responded.

"Don't say that! You're the big brain! If you don't know, then nobody knows!" Yang said to the Armored Avenger.

 **"** **And I'm telling you I've never seen anything like this before."** Iron Man replied.

 ** _"_** ** _It would seem that Goblin is sending his Reapers to re-infect the hundreds of worlds that have been cured, absorbing the planet's core to feed his power."_** Dormammu answered.

"Forget about absorbing! According to my calculations, he's practically DEVOURING all collapsing dimensions into himself!" Eggman informed everyone.

"Great, will he ever get full?" Qrow asked the egghead.

"When there's nothing left in reality, probably." Eggman replied, getting a sigh from Qrow.

The Devil Demogoblin starts laughing like a crazed maniac before lets out a powerful roar, causing storms in space and other disasters across time and space. As the huge monster powers up his dark aura, he grows 2x as big, has four big dark gemstones on some parts of his body, as well as a giant green gem that remarkably looks similar to his ISO-Oz Sapphire planted on his center chest, sprouts four extra arms from his side, seven huge purple eyes on his one head, and several tentacles that are made of molten lava sprouting from his back. This new 'perfect' Goblin menacingly looks down at the heroes who look like tiny ants to him and lets out a huge, creepy grin.

"So is this your 'perfect' form? Pfft. Not impressed." Ruby mocked the Goblin.

"Someone is trying his best to cosplay as Dark Gaia. Too bad it doesn't have that same 'Wow' factor though." Sonic mocked with a smirk.

 **"** **For someone who has my DNA, you definitely didn't inherit my good looks."** Spider-Man mocked.

"WOULD YOU PLEASE STOP TAUNTING THE MONSTER THAT COULD DESTROY A UNIVERSE IN A SINGLE BLOW?!" Weiss shouted at the three heroes who have the nerve to mock and taunt the Goblin.

"Why?" The three of them casually replied to the heiress, leaving her completely stunned and confused that they actually asked that, with Cinder next to her face palming at disbelief and probably rethinking her life choices now.

The Devil Goblin starts to charge up a large, powerful chaotic green beam from his mouth. **_"YOU ARE ALL POWERLESS WITHIN MY GRASP! I WILL ERASE YOU!"_**

 **"** **Shields! Now!"** Iron Man shouted to everyone that can project a shield to defend themselves from Goblin's energy beam. As they all raise their defenses, Goblin unleashed the full force of his beam at the heroes and the airships floating in the sky, knocking away the heroes while also destroying the Helicarriers and Atlesian Airship, causing them to lose altitude.

"We're going down! I repeat! We're going down! Everyone evacuate!" Nick Fury shouted to his fellow S.H.I.E.L.D. agents while Ironwood does the same from his own airships, as they all plummet to the oceans next to the city.

 **BGM End**

 _"_ _Spider-Man! Spider-Man, come in?"_ Spider-Man 2099 calls out to the prime wall-crawler through his Webware.

 **"** **Ugh…Future me?"** Spider-Man opens his eyes while laying down on the ground, thanks to his ISO-Chaos Armor's power protecting him from the full force of the blast.

 _"_ _Just call me Miguel, okay? We almost have all the relics, but we need a little more time until we arrive back to Remnant!"_ Spidey 2099 said to him.

 **"** **Ugh…"** Spidey Prime gets up from the ground and see that his fellow heroes are almost all knocked unconscious and can barely get up from the ground. **"I don't know how we can manage that…but I'll think of something. Maybe I can get some help from the inside. I hope."**

He sees the massive Devil Goblin, still fused to Remnant, looking around his surroundings aimlessly, not noticing that Spider-Man, and the rest of the united heroes, are still alive. Weak, but alive **"OSBORN…!"** Spidey shouted, getting the monster's immediate attention. **"NORMAN! NORMAN! I WANT TO TALK TO YOU, NOW FACE ME COWARD!"**

And with a mighty and frustrated roar, Goblin jumps from the planet's core to try and swipe Spider-Man, only for the webhead to jump high to a nearby, non-broken rooftop building before he could get eaten as well. **_"THE NAME, NORMAN OSBORN, MEANS NOTHING TO ME ANYMORE."_**

 **BGM-Spider-Man: Web of Shadows OST-Final Boss 3**

The rest of the Unified Army wake up just in time to see the massive Goblin and the tiny Spider-Man come face-to-face. "What is he doing?!" Cammy asked on what crazy plan Spidey has.

"Is he insane?!" Pyrrha asked, wide-eyed.

"Nah! He's just acting like Spider-Man always does!" Sonic replied with a smile and a chuckle.

The Goblin towers over the small Spider and lets out a monstrous roar. **"Come on, Norman! Look what you've become! All that have suffered because of you!"** Spider-Man tries to reason with Norman, only for the mad king to furiously roar and smashes the entire rooftop Spidey was just crouching on before he swings away, leaving a hole in reality itself from just one punch.

The Devil Demogoblin moves towards where Spider-Man is landing, which so happens to be the edge of the floating city, where down below is the molten lava and the core of the planet itself. Spider-Man almost trips and falls to the core until he regains his footing.

"SPIDER-MAN, WATCH OUT!" Ozpin shouts to him, as Goblin slowly starts laughing like a monster and proceeds to punch Spidey, only for him to web-zip to a nearby rooftop wall as Goblin leaves another hole in reality.

Spidey now finds himself attached to a building wall, waiting for the Goblin to come for him. **"Come on, Norman! You want me? I'm right here! COME GET ME!"** He shouted as he sees the massive Devil Goblin crawls through the world he's fused to as he approaches his worst enemy.

 ** _"_** ** _SPIDER…I'M…GOING…TO…"_**

 **"** **WHAT?! DESTROY EVERY INNONCENT LIFE IN REALITY?!"**

 ** _"_** ** _I…WILL…KILL…YOU!"_** Goblin, seemingly losing control over himself, said before letting out a monstrous roar and tries to squash the bug with his two, enormous, meaty hands, but thankfully Spidey flies away before he could get squashed and lands on top of a rooftop, where the gargantuan Goblin monster already meets with the tiny arachnid.

 **BGM End**

 **"** **Well I'm out of ideas. Does anyone have a plan H?"** Spider-Man asked his fellow allies.

"Plan: Help the Spider before he could get killed again! Coming right up!"

The massive Goblin turns around to that mysterious voice, only to be bombarded by web pellets from the other, freefalling Spiders that have finally returned back to Remnant. "Anyone called for a miracle, because here we are!" Spider-Gwen quipped as she and the other three Spiders distract the Goblin with their webbing.

"Other Spiders?" Tails asked, surprised to see other Spider-Men and Women arriving to help them out.

"Wow. You guys weren't kidding about other Spiders from parallel dimensions." Sonic said while looking at the battle.

"If they are here, then that means…" Salem said before realizing what this means for them.

"Spider-Man!" Doctor Strange appears from a portal, in front of Peter this time, to greet him.

 **"** **Strange, you're here, so does that mean that…?"** Spider-Man starts to ask about the relics to Strange, with the sorcerer nodding his head and summons the four relics of Remnant in front and floating around him.

"Yes. I have all four relics with me now: The Relic of Choice. The Relic of Knowledge. The Relic of Creation. And the Relic of Destruction." Strange said to the Prime Spider.

 **"** **Great, so now what? How do we use these things?"** Spidey asked, wondering what the next phase of the plan is.

While the two heroes are busy conversing with each other, Goblin notices them and the relics in their possession and immediately understands what they are planning. **_"SO THAT'S WHAT YOU'RE PLANNING. I WON'T LET YOU!"_** He lets out a massive roar, blowing away the other Spiders to opposite directions across the city, and fires a huge beam of energy from his mouth at the webhead and the sorcerer supreme, and try as he might, not even Dr. Strange's magic barrier could protect them from Goblin's terrifying power, shattering the barrier and sends him flying back to the other united heroes, leaving Spidey on the rooftop weak and surrounded by broken pieces of the relics.

 **BGM-Sonic Unleashed OST-Dark World ~ Hope and Despair**

"NO! THE RELICS! They were our last hope in beating Goblin!" Salem said, frustrated that the relics were destroyed.

Ozpin, looking like he's beaten, falls on his knees while making a speechless face. "Our forces are weakened, Goblin has grown to incomprehensible levels of strength, and we're just a few minutes away until reality is destroyed. Is this really the end?"

"If you continue that attitude, it might as well be." Sonic responded to Ozpin's comment.

"We should never give up, no matter how hopeless it may be! I'm sure there is a way to win!" Ruby said to the Headmaster.

 **BGM End**

As Spidey slowly gets up from the floor, he finds each of his limbs being tangled by Goblin's tentacles and is slowly being pulled into the beast from the rooftop. **"Oh, not this again! I'm tired of this game!"** Spidey said while struggling to free himself from Goblin's laughing grasp.

 ** _"_** ** _IT'S LIKE I TOLD YOU BEFORE. WALLOW IN DESPAIR AND HOPELESSNESS! THE PLAN TO DESTROY THE WORLD YOU SO LOVE IS FINALLY COMING TO FRUITION! I SHED NO TEARS FOR YOU AND YOUR KIND! HAHAHAHAHA! IT WILL ALL BE OVER SOON!"_** Goblin said to Peter while slowing dragging him to his body so he can be assimilated.

 **"** **And I remember telling you…no matter what you call yourself…no matter if evolution is the key to change the world…I won't give up until I've put a stop to your evil scheme!"** Spidey said while struggling to break free, even trying to fly away or blast away the tentacles is hopeless for him.

Goblin chuckles in amusement. **_"DEFINAT, RIGHT TIL THE END. THERE WILL BE NO LAST MINUTE RESCUES THIS TIME. IT'S ALL OVER! PREPARE TO DIE!"_**

And before Goblin could fully absorb the Spider into himself, he feels a tiny rock hit him in the back. "Leave our hero alone, creep!"

Goblin turns his head and is surprised to see the person who threw the rock at him was none other than your regular, every day Faunus, Ben Burnside and his wife, and standing surrounding them and the Goblin are the Belladonnas, Jacques Schnee, Professor Lionheart, Aunt May, Mary Jane Watson and the civilians of Vale, who have all arrived back to the city despite being previously evacuated to keep themselves out of harm's way.

"Mom! Dad!" Blake shouted, recognizing her parents.

 **"** **The Burnsides, Aunt May, and MJ…"** Spider-Man recognized them from where he is standing and struggling.

 ** _"_** ** _IGSIGNIFICANT WHELPS-!"_** Goblin was then interrupted by a repulsor blast from MJ, thanks to the Iron Avenger Gauntlets Peter gave her a little while ago, and is then bombarded by hundreds of rocks, debris, anything the civilians of the city could find and throw at the monster king, not showing any signs of fear for him whatsoever.

"Leave Spider-Man alone!" One civilian shouted.

"Here's a gift from Vale, 'your majesty'!" Another shouted while throwing another rock at the Goblin King.

"You mess with Spidey, you mess with Remnant!"

"You mess with one of us, you mess with all of us!

"What is…going on?" Glynda asked, looking very confused on why the people are actually fighting against the Goblin despite the HUGE disadvantage they're in.

Captain America let out a smile. "Guess the people of Remnant found the will to fight for their planet for once."

Goblin, even though he is terrifyingly strong and invincible, can't bare being assaulted by all the debris and trash the civilians of the city are throwing at him. **_"INSOLENT MORTALS! BOW TO YOUR KING UNLESS YOU WANT TO RECEIVE DIVINE RETRIUBTION!"_**

"Spider-Man is more a king than you, Gobby!" MJ said before firing a few repulsor blasts at the Goblin's many eyes.

 **"** **MJ, please tell me your kidding?"** Spidey asked before he finally found the strength within him to break free from Goblin's grasp and lands back onto the rooftop with the broken relic pieces.

 **BGM-Dragon Ball Super OST-Genki-dama theme**

Then, out of nowhere and all of a sudden, a thin, white, bright light surrounds everyone in city, if not, the whole world of Remnant, heroes, villains, and civilians alike. "Hey, what the heck is going on?" Ben Grimm asked himself, wondering why he and everyone around him starts to glow strangely.

"Dr. Strange?" Oobleck asked the sorcerer.

"I don't know. This is new to me too." Strange answered.

On top of the rooftop where Spider-Man is at, the broken pieces of the relics around him start to float in the air and start to rebuild themselves back into the four relics of Remnant. "The relics…They reformed, but how?" Spidey asked as the relics start to circle around him.

"What's going on? How did the relics rebuild themselves?" Salem asked, just as confused as everyone else.

"I…have no idea." Ozpin answered her.

"Sonic, doesn't this remind you of anything?" Tails asked his best buddy.

"Yeah." Sonic responded, knowing exactly what he's talking about.

"Sonic, do you know what's going on?" Ruby asked the hedgehog.

Sonic nodded before smiling and explaining to the heroes around him about what may be going on right now. "Something like this happen before back in my world, when an ancient water god named Chaos absorbed the negative energy from the Chaos Emeralds, leaving them dead and powerless. But when everyone in Station Square started working and caring together as one, the emeralds' power was brought back full force, stronger than ever."

"Seriously?!" Cinder said in surprise.

"What does that mean?" Raven asked.

"When everyone's heart, soul, will, and bonds with each other combine into one, tremendous power can be unleashed. The ultimate, unbeatable power is fueled by everyone's wishes, and the same thing is happening here in Remnant and with those relics." Sonic said to everyone.

"I had no idea…" Ozpin said in awe, never knowing the relics possess great secrets like that.

 **"** **The synchronizing levels coming from Spidey and the relics are off the charts. I've never measured readings this high."** Iron Man said while scanning Spider-Man and the relics.

"What does that mean?" Yang asked with a confused look.

Sonic chuckles right next to her. "I know EXACTLY what that means." He said, getting everyone's attention as he turns to Spidey. "Yo, Spidey…," Getting the webhead's attention. "Time to use those relics with those ISO Emeralds! Show Goblin our united power!" He shouted, surprising his Remnant's allies that he suggested Spider-Man use the relics.

 **"** **I have no idea what's going on, but whatever you say!"** Spider-Man replied as the relics circle around him faster and faster until a bright light starts to envelop him.

 ** _"_** ** _OH NO YOU DON'T!"_** Goblin tries to punch Spidey before he could use the relics' power, but his fist is blocked by a bright rainbow colored light and a human palm that pushes him back.

As the bright light starts to fade away, the people of Remnant see Spider-Man floating above the rooftop, but he looks different from before. The new design of his armor looks like a cross between his regular costume and his Iron Spider armor, now packing a bright golden and slick black color scheme, with the redesigned spider symbol on his chest now coated silver. He has the multiple eyes on his face like he's finalized, but his spider helmet looks more like a crown than it was before, and his shoulder pads are also replaced with smaller man-spider heads. He now also has a transparent silver web cape behind his back, and is surrounded by a rainbow, rippling, fire-like aura complete with sparkling particles traveling upwards.

Ozpin and the others marvel at Spider-Man's new look before he sees something familiar about the boy. "His appearance…He reminds me of Vale's King during the Great War, who was nicknamed: The Warrior King." He said in awe.

"Warrior King, huh?" Sonic asked while he thinks of a new name for Spidey's new form. "I guess in this case; we should call Spidey something else. How about 'Sacred Spider King Spider-Man'! What do ya think?" He asked the others.

"Sacred Spider King Spider-Man…" Ruby repeated in awe.

"That's…" Cinder was about to call that name stupid until the girls of Team RWBYP interrupt her.

"AWESOME!" The girls interrupted her, leaving the former Fall Maiden to sigh.

 **BGM End**

While the people of Vale cheer that Spider-Man has gotten stronger, the Devil Demogoblin King just looks at him in awe and is completely speechless at his new form. **_"SPIDER…WHAT IS THAT…WHAT IS THAT?!"_** He keeps asking the Spider King.

 ** _"_** ** _I'm in a world that you will never know."_** Spider-Man replied, now having back his dual voice with himself and his Other, Ero. And with just one finger motion, Spider-Man pulls out the energy and soul orbs of the Maidens ripped straight out of Osborn's gemstones, which starts to float around the hero king.

 ** _"_** ** _WHAT DID YOU…"_** Goblin asked the Spider on what he just do to weaken him of the Maidens' power.

 ** _"_** ** _Nothing special, except rip the positive energy of the Maidens right out of you, Gobby. Now only those pure of heart could use their power now._** **_You can keep their negative energy though. A lot that will do you."_** Spider-Man explained to Goblin.

 ** _"_** ** _STINKING WALL-CRAWLER!"_** Goblin was about to lunge at the Spider hero, only to be knocked down by just his eyes and then finds himself webbed up by the four other Spiders.

"Sorry, GG, but we have some unfinished business with ya!" Spider-Man Noir said to the Goblin while holding him down.

"Spidey! We can't hold him down for long! Whatever you have planned, do it!" Spider-Girl said to the Spider King.

 ** _"_** ** _Got it! Thanks guys!"_** Spider-Man replied before teleporting himself back to his friend over with the Unified Army. **_"Hey guys. Like my new look?"_** He asked the other, stunned heroes.

"Y-Yeah…" Jaune replied in awe.

"You look awesome!" Nora shouted.

"Spider-Man, how do you feel?" Glynda asked the webhead.

 ** _"_** ** _Amazing. Sensational. Spectacular. Astonishing. And pretty ultimate too. But these relics do taste like coconut for some reason, and ancient rock salt."_** He replied.

"Coconut and rock salt?" Mercury asked looking confused.

Glynda lets out a small smile. "Why am I not surprised that would be your answer?"

 ** _"_** ** _Because I'm your favorite?"_** Spider-Man asked.

"Hmph. As if." Glynda replied while looking away from the Spider.

 ** _"_** ** _Okay. How about you, Salem Witch? I'm sure I'm your favorite, right?"_** Spidey asked Salem before teleporting right beside her, giving her a one-armed hug around the witch. **_"I mean, after all, you were the one who came to me with the plan to save the people you hated for centuries by letting me use the McGuffins you've always wanted for centuries. So congrats…"_** He gives her a few pats on the backs. **_"You just helped save humanity. How do you feel?"_** He asked the very angry, wanting to vent out some rage, Salem right next to him with his go-lucky attitude.

"Terrific…" She angrily muffled under her breath, trying her best to keep her cool.

 ** _"_** ** _I knew you would."_** Spidey said with a smile behind his helmet, noticing the small veins on her head and chuckles in amusement.

"No times for joking around, Spider-Man! You have to stop Goblin before it's too late!" Captain America said to the Spider King.

 ** _"_** ** _I doubt it'll be that easy."_** Spidey replied.

"What do you mean?" Qrow asked the webhead.

"He's right! It's useless!" Eggman spoke up, getting everyone's attention. "Even with the relics' and the ISO Emeralds' power, you are still no match for Goblin! He's unbeatable! We need a miracle to pull this one off!"

 ** _"_** ** _One miracle coming right up! Sonic!"_** Spidey gets the hedgehog's attention. **_"Let me see that chaos emerald you have."_**

"Sure." Sonic tosses the blue emerald to Spidey, who effortlessly catches it. "What do you have planned?"

 ** _"_** ** _Since I'm essentially one with the Great Web, I can probably chaos control the remaining emeralds right here."_** Spider-Man explained the plan.

"Wait, you can do that?!" Knuckles asked in great surprise.

 ** _"_** ** _Worth a shot. Just hope I remember what I'm doing."_** Spidey tosses the emerald straight into the air before catching it again as the gem starts glowing in power. **_"CHAOS…CONTROL!"_** With the power of the chaos emerald, as well as his fused connection with the Great Web of the multiverse, Spider-Man was able to summon the remaining four chaos emerald right into their vicinity, greatly surprising everyone that he was able to accomplish such a feat.

"Haha! Spidey, you rock! Remind me to call you the next time the emeralds been scattered!" Sonic said as five of the seven chaos emeralds float around the blue blur.

 **"** **Even if the two of you use the emeralds' power, our chances of victory are slim."** Iron Man said informed the two heroes.

"Who said it will be us two?" Sonic asked with a grin.

 **"** **Huh?"**

Sonic and Spidey turn around to face the girls of Team RWBYP, who look very confused on why they are staring at them. "Um…why are you looking at us like that?" Ruby asked with a confused look on her face.

"Wait! You two are seriously suggesting…?!" Weiss starts to realize what their plan is.

 ** _"_** ** _Hey. Why else did I summon back the Maidens and that only those pure of heart could use their power?"_** Spider-Man asked the girls.

"What?! You want US to use the maidens AND the chaos emeralds?!" Blake asked them, flabbergasted.

"It will only be temporarily." Sonic replied.

"But still?!" Yang said.

"BUT nothing! If your teammate believes in you, then I say do it! Remember, we're on a time limit here, so enough arguing!" Qrow said to his niece and her friends.

 ** _"_** ** _Come on, it'll be fun. Even the maidens agree you should do it."_** Spider-Man said while the maidens' energy orbs float around him.

"What? Did they say that to you?" Weiss asked while crossing her arms.

 ** _"_** ** _Yes."_** He replied.

Weiss sighed. "You're crazy, you know that."

"And you're stubborn." Sonic replied.

"What did you say?!" Weiss asked in anger.

"Weiss, let's just do it! We're running out of time!" Ruby said to her teammate.

"Alright! Alright! Fine!" Weiss said as the girls approach the Spider and hedgehog.

"Sonic!" Shadow throws his chaos emerald at Sonic, who manages to catch it with one hand.

"Shadow, you ain't joining?" Sonic asked his rival.

Shadow grunted while letting out a small smile. "I'm confident you six are more than enough for this task."

"But if you want, I wouldn't mind joining?" Raven asked with a small smile.

"You're not." Shadow said to the bird lady.

"I hate you." Raven replied.

Knuckles turns to Eggman and Metal Sonic behind him. "Eggman!" He shouted, startling the mad doctor.

"Fine! Fine! But you better promise to bring it back!" Eggman said as Metal Sonic throws his chaos emerald at Sonic, making the total seven.

"HEY! WHATEVER YOU'RE DOING, DO IT FAST! GOBLIN'S ABOUT TO BREAK LOOSE!" Spider-Man 2099 shouted to the other heroes as Goblin can't be webbed up forever and is about to break loose.

 ** _"_** ** _Okay, no time! You ready?"_** Spider-Man asked his teammates, leaving out his hand towards them.

"Ready!" All five of them put their hands together as the chaos emeralds and the maidens' power float above them. First off, the winter, spring, summer, and fall maiden orbs float and fly through Weiss', Blake's, Ruby's, and Yang's body respectively, giving back their full superhero costume and a sparkling aura that corresponds to that specific maiden.

"I feel…funny." Ruby said while looking at her new, powerful aura.

 ** _"_** ** _Just wait, then you'll be feeling 'Haha' levels of funny. Sonic!"_** Spidey shouted to the blue hedgehog next to him.

 **BGM-Sonic X OST-Super Sonic (Track 12)**

"Let's do it!" Sonic responded before he closes his eyes and starts floating in mid-air, as the chaos emeralds start to circle around him faster and faster, until he is enveloped by a golden light, with that same golden light giving the girls, and Spidey, a double aura made of bright gold and their own aura, just as newly-formed Super Sonic lands back onto the ground, getting an awe from the unified army (Mostly from Salem and Cinder) on his massive power boost and appearance.

"Hey, you stole my look!" Yang said to the golden hedgehog, accusing him of stealing her red eyes and flowing hair.

"You sure you didn't steal MY look?" Super Sonic asked with a smirk.

"This is the power of the Chaos Emeralds…?" Salem asked, almost speechless at what she is seeing in front of her.

"Yup. In this form, I'm called Super Sonic." Sonic told her.

"Super…Sonic…" Cinder slowly repeated those words, trying to process what in the world she is seeing right now.

"That's right." Sonic replies with a thumbs up. "We have limitless energy, We're virtual invulnerable, and we can fly as well. So we're pretty much gods. Boo-yah!" He said, leaving her and the rest of their Remnant allies completely speechless at what they just heard right now and how casually he said it.

 **BGM End**

 ** _"_** ** _RRRRAAAAGGGHHH!"_** The Devil Demogoblin roared furiously, releasing himself from the other Spiders webbing before turning to Spider-Man and his newly powered up friends. **_"WHAT?!"_**

 ** _"_** ** _Wish us luck!"_** Spidey said to the other heroes as he and his super teammates fly off to the final battle against the dreaded Goblin King.

"Good luck!" Jaune shouted at them, as with the rest of the Unified Army, shouting them to beat Goblin once and for all.

 ** _"_** ** _SPIDER! IT'S TIME FOR YOU AND YOUR FRIENDS TO DIE!"_** Goblin said to his enemies, tired of their meddling with fate and futile efforts to stop him.

 ** _"_** ** _No one dies! It's over Osborn! You're going down!"_** Spider-Man declared, pointing his golden ISO-Web Saber at the monster, as he, Super Sonic, and his super powered teammates of Team RWBYP are about to begin a battle between gods that will determine the fate of the entire multiverse.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. This is it guys! Don't hold anything back! Throw everything you've got at Osborn!**

 **Goblin:** ** _Miserable little pests! Do you honestly think you could beat me with your limited power?_**

 **Sonic: Before, no! But with our super states, anything is possible, and beating you is at the top of the list!**

 **Ruby: Your evil ends here! We will save our worlds!**

 **Next time on Spider-Man: Battle for Remnant:**

 ** _Battle for Remnant (Part 3)-Battle of Gods_**

 **Spider-Man: Prepare for the best beatdown of your life, Gobby!**

 **Ruby: We'll make sure to capture this beautiful moment once we're done owning you!**

* * *

 **KFX here: And we're here, ladies and gents! The last battle that will determine the fate of everything begins next issue, but that doesn't mean it will be the end of the story as a whole, as we still have, say, about one of two chapters afterwards, give or take, but they'll mostly be aftermath and epilogue stuff. Get ready for the end. Tell me your favorite part of this issue and stay tuned.**


	85. Vol 3 Issue 28: Battle for Remnant Pt3

_Vol 3 Issue 28: Battle for Remnant (Part 3)-Battle of Gods_

 **City of Vale (Or now called the Cosmic Oz Void) (5 minutes left until reality is destroyed)**

Everything up until now has led to this. The battle that will determine the fate of all life in all of reality is about to begin between the Unified Army and the Goblin Nation. Spider-Man, using the power of the ISO Emeralds, the Chaos Emeralds, and the relics, has transformed into his brand-new Sacred Spider King form, and working with him is his super-powered hedgehog friend, Super Sonic, and his teammates, Team RWBYP, who also got a power boost from the Chaos Emeralds and the Maidens, making them even more powerful as they take on the seemingly Perfect Devil Demogoblin.

With five minutes left on the clock, reality is about to reach its breaking point, as both Remnant and Earth-616 find themselves in a chaotic void filled with cosmic storms and time and space seemingly don't exist. Thanks to Lisa Lavender and her TV crew, everyone on Remnant are about to watch the final battle unfold from their Scrolls and TVs, hoping that the heroes will prevail and win the day.

 **BGM-Sonic Unleashed OST-Perfect Dark Gaia Boss**

Super Team RWBYP and Super Sonic fly at near light speed as they make their way to Goblin. _**"All right, guys! Time for the big finish!"**_ Spider King Spider-Man said to his super friends as they fly.

"Peter…!" Ruby sincerely said with a smile.

The Devil Goblin laughs as they approach him, thinking they are extremely foolish that they could stop him. _**"WHAT DO THE SIX OF YOU THINK YOU CAN DO TO WIN AGAINST ME? I COMMAND THE POWER OF WORLDS. THE POWER OF REALITY ITSELF! I AM THE SUPREME GOD OF THE MULTIVERSE, UNMATACHED BY ANYONE!"**_

"Then it's gonna hurt even worse when we knock you off your high horse!" Super Sonic taunted him with a smirk.

"Couldn't have said it any better!" Yang said with a smile.

"Now quit your yapping and let's end this!" Weiss said to Goblin.

"Your evil ends right here, RIGHT NOW!" Blake said.

The Devil Goblin starts grabbing huge magma meteors from the planet's core and starts throwing them at the super heroes, who either dodge or cut through them with their enhanced power and weapons. _"Spider-Man, everyone! Can you hear me?"_ Iron Man starts talking to the flying heroes through their communicators. _"Regular attacks won't work on him because of his immortality. You have to give him everything you have! Don't hold back!"_

" _According to Dr. Richards, we have about five minutes until all of reality is destroyed! You're our last hope!"_ Ozpin started talking to them.

"Five minutes?!" Weiss shouted in shock on how much time they have. "But that's-!"

"Plenty of time! We got this!" Ruby finished for her with a grin.

Since his magma meteors won't work on them, Goblin decided to change tactics and start shooting out his numerous snake-like tentacles from his monstrous back at the hero teens. _**"Sonic! Ruby! Go!"**_ Spidey instructed the two speed demons to take care of the tentacles.

"Got it!" Sonic said before turning to Ruby. "Let's try out our light-speed attack!"

"Okay!" Ruby responded as the two charge up their energy until Sonic becomes a light blue silhouette and Ruby becomes a light red silhouette, and the start flying at light speed, destroying all of the tentacles in just a second, leaving room for the other heroes to finally catch up to Goblin.

" _ **WORTHLESS CREATURES!"**_ Goblin said, shooting out multiple, huge energy beams from his eyes right at the two super speedsters, getting a direct hit.

" _ **Sonic!"**_ Spidey shouted for his friend's safety.

"Ruby!" Yang shouted for her little sister's safety.

As the smoke dissipates, they are relieved to see both Sonic and Ruby still alive and well. "We're okay!" Ruby waved at the rest of her friends.

"Yeah, but it's weird… We actually FELT that…" Super Sonic said, questioning his invulnerability.

Back on the ground, the rest of the Unified Army noticed that Sonic and Ruby does seem a bit weaker after taking that blast. "It would seem that, even in their super states, they can still take damage." Shadow said while observing the battle, noting how Goblin is powerful enough to hurt an invulnerable being.

"Sonic, everyone! Try to be more careful!" X shouted at the super-powered heroes as the other heroes and villains continue watching the battle.

* * *

 **Earth, Manhattan**

Like on Remnant, the people of Earth are also watching the battle, either by watching it from their TVs and phones thanks to S.H.I.E.L.D. broadcasting the fight, or simply looking to the green space above them, seeing Remnant right next to their orbit and Goblin fused to that planet and fighting the super-powered teens.

On the streets of Manhattan, J Jonah Jameson, along with his fellow Daily Bugle employees, are observing the big battle happening deep in space along with every other New Yorker in the area. "Just what is going on right now?" Jameson asked his employees while staring deep in space.

"Mr. Jameson. I'm getting reports that it's Spider-Man and some of the heroes fighting against that giant Goblin beast in space." Ben Urich informed the publisher of the DB. "I'm also getting reports that reality itself is on the verge of destruction at any moment!

"Spider-Man! Of course! HE'S the one that must have started this whole mess in the first place!" Jameson said, blaming Spider-Man for everything as usual.

"Mr. Jameson, could you please give it a rest?" Betty asked her boss.

"Yeah! Spider-Man is doing everything he can to save us, despite what you think of him!" Robbie said to JJ.

"Even if I WERE to believe he's on our side, what can that wall-crawling nuisance do to save reality at this point?! It's impossible! We're doomed!" Jameson replied to Robbie.

Every New Yorker who was around Jameson when he said that now starts chanting Spider-Man's name as loud as possible, in hopes that he will save their world from utter destruction.

The man without fear himself, Daredevil, who is standing on a nearby rooftop, watches the climactic battle in space, despite being blind. "Spider-Man…I know you will succeed, just like you've always had."

In his own office at his own, tall tower, Wilson Fisk, also known as the Kingpin of Crime, is quietly watching the space battle from his giant windows, with his head assassin, Elektra, standing with him. "Spider-Man…" He quietly said to himself, silently hoping that the kid hero, despite being a pain in his operations for many years, beats Goblin and save their worlds.

At Midtown High, Flash Thompson, Liz Allen, and the rest of Midtown's students watch the battle from the school's courtyard and scream as loud as they can to support Spidey and his friends on their victory. "SPIDER-MAN! GO FOR IT!" Flash shouted at the top of his lungs.

"WE BELIEVE IN YOU!" Liz also shouted at the top of her lungs, as the rest of the students continue chanting Spider-Man's name as loud as they can.

* * *

 **Cosmic Oz Void**

Back to the battle, things are getting more and more intense, as both sides start to throw everything they have at each other, but now with both worlds starting to support the heroes more and more for their great victory.

" _Can you hear me, Spidey, Ruby?"_ Pyrrha starts talking to her super-powered friends. _"Everyone on both worlds are rooting for you! Good luck and give him trouble!"_

" _Make Goblin regret ever messing with us!"_ Ryu added.

" _Don't show him any mercy! Go all out!"_ Cinder also added.

" _Show Osborn that we mean business!"_ Adam said.

The Goblin summons thousands of his demonic Goblin Reapers to help him in battle, as well as summon multiple of his Hellcarrier crafts to throw at them. Sacred Spider King Spider-Man uses his golden blade and fires 4 huge sonic boom slashes that contain the elements-wood, electricity, fire, and water- at multiple Goblin Reapers and Goblin himself, instantly destroying them and harming Goblin respectively. Blake, with her powers increased, creates hundreds of clones and proceed to shot out elemental plasma shots at the Reapers. While Sonic and Ruby use their light speed attack to cut through multiple Reapers, Yang summons hard-light, energy projections of huge, fiery fists and starts knocking down the incoming Hellcarriers with ease, throwing them back at Goblin.

" _ **I'LL CRUSH YOU!"**_ Goblin shouted, summoning his floating city ship, the Neo-Oz Carrier, into his hands and throws the gigantic ship at the heroes.

"Weiss!" Ruby shouts to her teammate.

"I know!" Weiss creates a huge glyph in front of her, forming a giant Arma Gigas that slices up the huge ship in half, causing it to explode. "Spidey! Sonic! You're up!" She said to the Spider and the hedgehog.

"We're on it!" The two replied as they dash off to fight against Osborn head on, as the giant monster starts to create an electrical barrier around himself.

Sonic is the first to take on Osborn while Spidey shoots powerful energy blasts at the monster from afar disable the electric barrier. _**"HEDGEHOG, IF I KNEW YOU WERE GOING TO BE A BOTHER, I WOULD'VE DESTROYED YOU AND YOUR WORLD LONG AGO! WHAT MAKES YOU THINK YOU CAN STOP ME?"**_ The Devil Goblin asked the golden hedgehog.

"For starters?" Super Sonic blitz through Goblin at blazing light speed with successive homing attacks. "I'm FASTER!"

Goblin turns his head and repeatedly shoot energy beams from his many eyes at the hedgehog and actually getting some hits on him. _**"SPEED IS NOTHING WITHOUT POWER BEHIND IT, BOY!"**_ He taunted Sonic before getting drop kicked in the forehead by Spidey.

" _ **Then it's a good thing I'm an awesome balance between the two, huh Gobby?"**_ Spidey asked the demonic monster, who responded with slapping the bug to where Sonic crashed on top of a rooftop.

" _ **IMPUDENT WORMS! I HAVE WATCHED YOUR PREVIOUS BATTLE AGAINST OCTAVIUS AND THE OTHER DOCTOR! THERE IS NOTHING YOU TWO CAN HIDE FROM ME!"**_ Goblin informed the heroes that he knows most of their moves.

 **BGM End**

"Then it's a good thing it's not just us." Sonic said with a smirk.

" _ **Have you noticed that some people are missing here? FOUR of them, in fact."**_ Spidey said, pointing up above them, where Goblin is visually horrified to see the super girls of Team RWBYP have just finished charging up one, huge, multicolored energy sphere that's the size of the sun and shoots the thing at the monster.

"'Speed is nothing…' Pfft!" Super Sonic taunted Goblin as he circles around him.

" _ **You should really stop underestimating them."**_ Spidey said to Gobby as he circles around the monster as well, giving him a few pats on the back before flying from the giant sun bomb that enveloped Goblin as a whole, causing a huge explosion.

Both Sonic and Spidey fly up to where the girls are hovering above. _**"Christ guys. Are you trying to help Goblin blow up reality?"**_ Spidey jokingly asked the girls.

"Did we go too far?" Ruby asked the webhead.

"We thought, since he's so powerful, we needed to…" Weiss was about to explain their reasons for going so far until Sonic interrupts her by poking her face.

"Hahaha! Listen to this girl!" Sonic said with a laugh before Weiss annoying knocks off his finger.

"Would you quit that? We're trying to save the world!" Weiss said to Sonic.

"I know, I know. You're a class act, kid." Sonic said to Weiss, getting a laugh from the others.

"Kid? I'm older than you, hedgehog! Have you forgotten?" Weiss asked the 15-year-old hedgehog, causing him to smile so he could annoy her even more.

 **BGM-Sonic Heroes OST-What I'm Made Of**

While they were distracted, Goblin lets out a loud, monstrous roar that clears the smoke surrounding him. _**"YOU'VE NOT WON YET, CHILDREN!"**_

" _ **We know that! Hope you're ready for round two!"**_ Spider-Man said as he flies out to Goblin alone. Goblin smiles as he was hoping for this and creates a huge, dark energy shield with his tentacles that surrounds him and the Spider, leaving Sonic and the other girls outside the dome. _**"A shield?!"**_ Spider-Man asked surprised before he is forced to fight Goblin alone.

Sonic tries a spin dash while Yang repeatedly punches the dome in hopes of finding a way to get through, but nothing they do works. "Rrgh! We gotta take out this shield to help Spidey!" Sonic said.

"Guess it's my turn!" Ruby said while hovering in front of the shield.

"Ruby! What're you doing?!" Yang asked her little sister on her little plan.

Using her Summer Maiden/Chaos Emerald enhanced scythe, as well as her silver eyes and their mysterious power, she forcefully cuts through the dark shield and manages to get to the other side, impressing the rest of the girls, Sonic, and even Spider-Man that she was able to perform such a feat.

" _ **Ruby, I…You were…Wow!"**_ Spider-Man tries to find some words to congratulate Ruby on managing to get through the shield, but he is at a loss for words after being so impressed.

"Listen! We'll distract Goblin! The rest of you figure out a way to disable this shield!" Ruby instructed Sonic and the other members of Team RWBYP.

"Those snake, tentacle things must be what's powering up the shield!" Blake informed the others while pointing to the dozens of snake tentacles powering up the shield.

"Just like with Dark Gaia! Can't this guy create anything original?" Super Sonic joked as he and the other three girls fly off to destroy the tentacles and shield while Spidey and Ruby work together to fight against the Devil Demogoblin, both teens using their respective weapons to clash with the monster, but nothing they do seem to be working and could barely get a scratch off him.

"Goblin! Norman! Just give it up already! You can't win! What do you have to prove by destroying our worlds?" Ruby asked while clashing with Goblin's many arms.

" _ **SPIDER-MAN…"**_ Goblin starts answering her question. _**"OUT OF EVERYONE I'VE MET IN MY LIFE, HE IS SPECIAL, ONLY HE…HIS INBORN, NATURAL TALENTS AND LIMITLESS POTENTIAL MAKES HIM STAND OUT FROM THE REST…AND YET, HE WASTE THAT POTENTIAL ON HIS TRIVIAL IDEALS AND JOKES…IT INFURITATES ME…WHY SHOULD A IMPREFECT, DEFECTIVE TRASH LIKE HIM HAVE POWER THAT SHOULD BE RIGHTFULLY MINE? AND WHY IS IT, THAT NO MATTER WHAT I DO, I CAN NEVER BEAT HIM? AND SO, THAT IS WHY I STOLE HIS DNA TO HELP ME EVOLVE AND ACCOMPLISH MY GOALS… HELP ME REACH LIMITLESS EVOLUTION, AND REBUILD REALITY SO I CAN BE SEEN AS THE ULTIMATE, SUPREME BEING IN ANY UNIVERSE!"**_ He explained his reasons to everyone that is watching the battle in both worlds.

"Wow! Someone is jealous!" Yang quipped while punching away a few snake tentacles.

"How pathetic!" Sonic said while dashing through some more tentacles.

"You went through extreme lengths for a petty reason like that?" Weiss asked the Goblin while taking down a few more tentacles.

" _ **Hmph…!"**_ Spider-Man slashes at Osborn, knocking him back a little. _**"So you had to degrade yourself to a monster! You really think you can beat me, or achieve your selfish goals and ideals, with what you are now?"**_ He asked Osborn, forming giant web strands from the ground to hold Goblin in place for a good while.

" _ **THE PAST IS THE PAST. AS FOR NOW…YOU ARE NOTHING MORE THAN SPECKS OF DUST TO ME!"**_ Osborn said, burning up his body to evaporate the webbing, then firing huge fireballs at Spidey and Ruby, but the two were able to block them with their blades.

"As long as people like you possess hatred and anger in your hearts, you'll never be the ultimate!" Blake said, taking down the last few tentacles that are powering the shield, causing it to collapse and disappear.

" _ **TAKE THIS, WEAKLINGS!"**_ Goblin shoots out a giant laser that knocks all six heroes from the air temporarily before they regain their bearings.

"Geez…This guy's tough…!" Yang said, wiping off the sweat from her head.

"He really is immortal! What can we do?" Weiss asked the rest since she's not sure if they did any damage on him whatsoever.

"Just a little more!" Sonic said to encourage the rest.

"Give him everything you got!" Ruby said.

" _ **Let's show him what we're made of!"**_ Spidey shouted as they all charge at Goblin in the sky.

Goblin laughs at their pathetic remarks and summons two, giant magma, energy bombs from his hands. _**"SHOW ME, THEN! SHOW ME WHAT YOU'RE MADE OF AGAINST THIS BRAND NEW ME! I AM NO LONGER AFRAID…I SHALL NEVER BE AFRAID OF ANYTHING!"**_ He said as he throws the magma energy bombs at the super heroes. _**"LOOK DOWN AT ALL OF MY ACCOMPLISHMENTS AS YOU LIKE…NOW THAT I'M PROUD OF THIS 'MONSTER' THAT I'VE BECOME, ALL LIFE SHALL LOOK UP TO ME AS THEIR UNDISPUTED OVERLORD!"**_

" _ **Not on our watch!"**_ Spider King Spider-Man declared, extending his sword to make it bigger and cut through the magma bombs ease.

"Haha! Nice one, Spidey!" Sonic said to Spider-Man, giving him a thumbs up.

Then, Spider-Man's spider sense starts to tingle as Goblin teleports in front of them, smacks Peter away while he uses four extra arms to grab his friends, with Sonic and Ruby in one hand together. _**"I'LL SKEWER YOU!"**_ Goblin said as he starts powering up one, giant, powerful laser from his mouth while he crushes the life out of them, causing them to scream out in pain.

" _ **GUYS!"**_ Spider-Man calls out to them before flying towards their direction, _**"Be right there!"**_ With the use of his speed, agility, and his golden ISO-Web Saber, Spidey easily cuts off each arm that are holding his friends hostage, freeing them from Goblin's monstrous grasp. _**"Did it!"**_ He said, not before Goblin takes the opportunity to grab and crush him with his last, two hands as he is almost done powering up his mouth laser, which is directed at Spidey directly.

"SPIDEY!" Sonic and the girls shout for his concern. All five teens look at each other and nod, quickly coming up with a plan. Using the Crescent Nullifier, all four girls use their energy to power it up to max, with Super Sonic being used as ammunition, slotting himself in the cannon to increase its power further. "Super Sonic Driver, FIRE!" The girls shouted in unison, unleashing a giant, multi-colored energy shot at Osborn's face, with Sonic smiling in the center of the blast.

"Eat THIS!" Super Sonic said to Goblin, attacking his face will extensive and immense force, causing him to lose his grasp over Spider-Man. But this act only serves for Goblin to finish charging up his energy beam and unleashes a humongous laser beam straight at the City of Vale, with the civilians and the United Heroes still there and barely any time to escape as the blast will destroy the entire city.

The people of Vale brace themselves for impact, waiting for the inevitable, but thankfully Spidey swoops in front of the beam and uses all his strength to block the beam while crossing his arms to do so. "SPIDER-MAN!" Mary Jane shouts his name while covering her eyes from the light.

Thankfully for everyone, and not for Goblin, Spidey successfully blocked the blast that would've destroyed the city, not looking the slightest bit fazed or winded at all. _**"We're your opponents! Not them!"**_ He said, getting a loud cheer from the people below and everyone who is watching the fight.

" _ **IMPOSSIBLE…"**_ Goblin said in utter shock.

Salem, especially, is the most shock on how much control Spider-Man already has over the relics' power, combined with Chaos and ISO energy. "So this is the true power of the relics, power combined with other, outworldly forms of energy…And the Spider has already mastered them completely…"

"Take him down guys!" Jaune shouted at his friends with a fist bump.

"Give him everything you have! You're almost there!" Captain America said.

Spider-Man continues the fight by summoning a golden, man-spider to help him give Osborn the full frontal assault he's been asking for. While Goblin is busy getting pummeled, Sonic and the girls work together to destroy the four, dark gemstones, that contain the negative energy of the Maidens, all across his body, and we're successful in weakening him, leaving the ISO-Oz Sapphire core left to destroy at the center of his body.

"SPIDEY!" Sonic shouts to his friend.

"FINISH IT!" Ruby calls him out to unleash the final shot.

Spidey lets out a cocky chuckle. _**"It's my turn now! GO!"**_ The Sacred Spider King then starts charging up his rainbow power, forming all four relics and seven ISO Emeralds in front of him. He takes outs his blade and slashes at each of them, creating a rainbow web net. _**"Let's have some fun: Kaiser Omega Breaker!"**_ He unleashes a huge, rainbow web net wave of energy at Goblin's chest, where the ISO-Oz Sapphire lies, striking him with deep pain, but it doesn't stop there, as Spider-Man himself flies through his energy beam as he makes his way over to Goblin's central core. _**"Heeere's Spidey!"**_ He takes out his blade and cuts through Goblin's chest at blinding light speed while also destroying his sapphire core, appearing right behind him and hovering right next to his friends.

Goblin stumbles while holding onto his chest in deep pain, trying to keep himself together. _**"IMPOSSIBLE! HOW…COULD YOU…YOU COULDN'T…DESTROY…THE OLD WORLD…NEW AGE…PE…TER…"**_ The Devil Demogoblin's body starts exploding all around, and it intensifies with every second until… _**"NOOOOOOOOOOOOOOOO…"**_ He screams out in pain as his entire, fused body explodes in an explosive light, seemingly destroying him for good.

 **BGM End**

 **BGM-Sonic Rush Adventure OST-Big Swell Clear**

"We did it…! We actually did it, you guys…!" Ruby said while giving Spidey a hug in the air, while Weiss and Blake high five each other and Yang happily fist bump the air.

"Did he really think he had a chance?" Super Sonic asked while giving Spidey a fist bump.

" _ **Too bad for you, Gobby! It all ends here!"**_ Spidey said.

 **BGM End**

Everyone from both worlds cheer very loudly as Goblin has been beaten, but reality is still on a crash course to its complete destruction. **"No time to rest now, everyone! Not when reality hasn't been fixed yet!"** Iron Man said to the others before turning to Spidey and the others above. **"Spidey! Sonic! You all know what to do, right?"**

" _ **Yeah! Time to bust out the reality-fixing Chaos Control!"**_ Spider-Man responded.

"How do we do that?" Ruby asked him with a confused look.

"Just concentrate all your energy into one and have it focus to fix everything." Sonic answered her as he's already forming a huge, green energy sphere in his hands.

"Okay!" Ruby gives him a thumbs up.

All six teens work together to form a super-charged Chaos Control that will fix and restore reality to its proper order, but when they are about almost done, Peter's Spider-Sense, as well as the other Spiders superhuman senses, goes into a massive overload.

"GUYS! WATCH OUT!" Spider-Man 2099 shouted from the ground.

Then, out of nowhere, something roars ferociously from the planet's core, unleashing a massive energy beam that envelops the super teens just when they were about finished with their Chaos Control, causing a massive explosion in the air.

 **BGM-Dragon Ball Super OST-Desperate Assault**

The people of Vale and the Unified Heroes are absolute shock at what the heck just happened. "What happened?! Who did that?!" Cinder asked, just as shocked as everyone else.

They then see Super Sonic crash down right to the ground next to them, looking really weak and bruised. "Sonic! Are you alright?!" Tails asked his friend.

"I'm…fine." Sonic said as he slowly gets up from the ground in pain, holding onto his weak left arm.

On top of a rooftop right next to the heroes, the girls of Team RWBYP have also collapsed and are slowly getting up, despite the massive pain they find themselves in. "Is everyone alright?" Ruby asked her teammates.

"Yeah…except for the fact my right arm was blown off." Yang said in pain, showing off her little stub to her teammates, which surprises and shocks them.

"Where's Spider-Man?!" Blake asked while looking around her area.

" _ **Up here!"**_

They all see Spider-Man floating in the air, having managed to withstand whatever hit them, but barely. _**"Are you all alri-?!"**_

" _ **RRRAAAAAAGGGGGHHHH!"**_ A very familiar looking beast forms right out of the planet's core and swallows Spider-Man with his mouth.

"IT'S GOBLIN! AND HE JUST ATE SPIDER-MAN WHOLE!" Weiss shouted with her eyes-widened.

The Unified Army and the civilians of Vale are shocked to see that Goblin has returned, as if nothing has happened to him. "Damn…So he really is immortal." Super Sonic said while intensely staring at the laughing demon.

"And without Spider-Man and his connection to the Great Web, chaos control is useless! We're doomed! We only have less than 2 minutes until we're finished!" Eggman said, losing all hope.

 **BGM End**

"Don't count him out just yet!" Captain America said to everyone.

"Captain…!" Cinder looks at Steve Rogers, with his eyes glowing with hope.

"He's right! There's no way Spidey's been absorbed! It's impossible!" Sonic said.

"How?!" Glynda asked the golden hedgehog.

Sonic lets out a smile. "Simple. Those two aren't compatible with each other. Am I right, girls?" He looks up to the four girls of Team RWBYP, standing on top of a rooftop, all sharing a confident smirk that Peter's okay.

"Yeah! Spidey's too stubborn to give up! Not when we're this close! Because no matter what pain he'll have to endure…No matter how many times he's been broken…He'll never give up!" Ruby said as they all stare at the Goblin, who continues to laugh as if he already won.

* * *

While inside some black void after being eaten by Goblin, Spider King Spider-Man is floating aimlessly unconscious, with his body not moving an inch until he hears a familiar voice in his head. _'Stand up, Peter…"_ The voice of his Uncle Ben starts talking into his head. _"You still have one last job to finish.'_

With some words of encouragement from his uncle, Peter clenches his fists tightly, and his multiple, spider-like eyes open with a bright glow. _**"I made a promise…AND I INTEND TO KEEP IT!"**_ He said as he screams and powers up his bright, rainbow aura, enveloping the entire void he's in.

* * *

 **Cosmic Oz Void**

 **BGM-Sonic X OST-Sonic Drive (Instrumental)**

Back outside, Goblin is still laughing madly and is thinking about finishing off the heroes once and for all, until he feels something heating up from inside his chest, which immediately explodes but eventually regenerates, but it did give Spider-Man enough time to break free and hovering like a badass above the Unified Army with an electric and immense rainbow aura around him while he stares Goblin down.

"He's free!" Ren shouted, noticing Spider-Man is back, and everyone starts cheering back his return.

"That's one stubborn kid." Raven said with a small smile.

Goblin, however, is in complete disbelief that even though he had him in his grasp, he couldn't absorb Spider-Man for some reason he might never learn. _**"HOW…HOW COULD THIS HAPPEN? I HAD YOU…AND YET I COULDN'T ABSORB YOU! JUST WHAT KIND OF POWER IS THIS…?!"**_ Goblin asked, putting extreme emphasis on the "Is".

" _ **The power to turn dreams into reality. It's our purest desires given form."**_ Spider-Man answered him like the Sacred king he is.

"It's our desire to save the ones we love! To save our worlds! ALL worlds!" Ruby continued while she and the other girls stand up tall from their rooftop.

"And that's something you'll never understand, Goblin! That's why you'll never beat us, no matter how much power you gained OR stole!" Super Sonic finished while standing tall and proud with his fellow united heroes, who all seem to share their same beliefs.

" _ **You would think after all this time studying me you would've learned that by now. Some scientist. Ruby here would make a better scientist than you."**_ Spidey joked while Ruby chuckles and sticks her tongue out at Goblin like a child, mocking him.

 **BGM Ends**

Goblin has now just about had it. With all his resources, his smarts, the power he absorbed from the multiverse itself, was still not enough to take down Spider-Man, or absorb him for that matter, and is now on the verge of snapping whatever left of his sanity into two. _**"UGH…GUGIGIGI…"**_ He snarled to himself as he slowly starts to power up his dark aura. _**"DAMN YOU…DAMN YOU…"**_ His aura then burst out like a roaring flame, almost blowing away everyone from across the shattered world. _**"SPIDER-MAAAAAAAAAAAN!"**_ With all his anger and power, Goblin creates a humongous, dark, chaotic energy sphere that looks like a dark sun in front of him, which is bigger than himself.

"Holy!" Reed is both impressed and terrified on how much power that sphere has.

"Iron Man!" Ozpin turns towards Tony for an explanation on what they are looking at.

" **According to my sensors, all that energy has the power to recreate the Big Bang!"** Tony informed everyone around him, freaking them all out that Goblin intends to destroy the universe with that thing.

"Not just any big bang, but a SUPER Big Bang! That blast has enough power to destroy all of reality 10x over!" Eggman said, frightening everyone more so than they already are.

"That can't be possible!" Salem responded in disbelief.

"How can we hope to stop THAT?!" Cinder asked.

"Spider-Man, everyone! It's now or never!" Captain America shouted to Spider-Man, Sonic, and Team RWBYP.

The Spider King nods to Cap's wish while he is still floating in mid-air, staring down at the Dark Sun Bomb that's almost finished charging up. _**"Can you hear me?"**_ He calmly asked his friends.

 **BGM-Sonic Adventure 2 OST-Live and Learn**

"Yeah..." Both Super Sonic and Team RWBYP calmly replied as they float to next to his position in the air, as they suddenly start powering up to the extreme, taking their power to the next level. Sonic's golden fur turns into a calm and smooth white color and obtaining blue eyes as his golden aura transforms into a multi-colored, rainbow aura. The same thing with Team RWBYP, as their aura transforms into a rainbow color as well. "We hear ya!" They all responded to the Sacred Spider.

"H-H-H-H-Hyper?!" Eggman looks completely shocked and dumbfounded, almost to the point he's running out of breath.

"Hyper?" Ozpin asked the Mad Scientist on what he's talking about.

"Hyper Sonic!" Tails answered for him, just as shocked as Eggman. "But Sonic could only achieve that form with the Super Emeralds, after the Chaos Emeralds have been enhanced by the Master Emerald!" He informed them.

"So how are they doing that?!" Knuckles asked the two-tailed fox.

"It must be because of the ISO Emeralds." Tails guessed.

" **Your right. You said it yourself. The ISO Emeralds are about as strong as the Super Emeralds. The Chaos Emeralds must be resonating with them as a substitute for the Master Emerald."** Iron Man explained. **"Boy am I a genius or what?"** He asked, inflating his already insane ego since he was the one who created the ISO Emeralds in the first place.

" _ **Let's see you survive this one!"**_ Spider-Man said, as an invisible construct of the Web of Life and Destiny forms around him, absorbing all the power his body could take but doesn't stop, risking his own body and limits to gain the power he needs, but because of what everyone keeps saying about him, he possesses limitless potential, so he decides to put that theory to the ultimate test. He lifts his joined hands together in the air, forming a rainbow-ish energy ball in his hands, drawing his hands of power to his side. _**"Kaiser Big Bang…"**_

Hyper Sonic also powers up to his max and focuses all his energy into his palms. "Chaos…" He continues their united attack name.

The girls of Team RWBYP, all powered up as well, put ALL of their energy, Maiden power included, into Ruby's Crescent Nullifier, causing it to go overload with energy, but that doesn't matter since they are about to unleash their final attack. "REBIRTH!" The girls shouted, finishing the attack name as the entire team scream out their souls, unleashing their united, rainbow beam of hope and will against that singular sphere of despair, as Goblin unleashes his own sphere of destruction at them.

The two, powerful beams enter an intense beam struggle with each other, but it would seem that Goblin's own attack is slowly overpowering the heroes' own beam, even after putting everything in their attack. _**"EVERYONE! DON'T GIVE UP! CONCENTRATE!"**_ Spider-Man starts encouraging his team to push forward with their attack. _**"LOOK PASS WHATEVER FEAR AND DOUBT YOU HAVE IN YOUR MIND!"**_ He continued, as their beam continues to be overpowered. _**"ARE YOU WILLING TO LET GOBLIN DESTROY OUR HOMES, AFTER EVERYTHING HE'S DONE?! WE CAN END THIS NOW, BUT WE MUST WORK TOGETHER!"**_

"ALL TEAMS! WE'RE NOT LEAVE THIS TO CHANCE! HELP THEM! GIVE IT EVERTHING YOU'VE GOT!" Captain America orders the entire Unified Army to unleash all of their attacks at once to help Spidey and the others. Heroes like Iron Man unleash his Uni-beam and Proton Cannon, X goes all Ultimate Armor and fires a massive Nova Strike Beam, Ryu with his Shin Hadoken, Shadow taking off his inhibitor rings and unleashes a full charged Chaos Blast, every hero and villain in the area starts firing and joining forces with the United beam of energy to help out Spidey and his team.

Even though the entire United Heroes have help ease the pressure between them and Goblin, the mad monster continues to laugh and fire multiple fire balls at his sphere of devastation, increasing its size and to give him the edge once more, as he is almost about to win their intense beam clash. _**"DIE…MAGOOOOOOTS!"**_ He shouted while laughing insanely, but just when he thinks he's about to win, he is hit in the head by a couple of repulsor blasts and rocks from a smirking Mary Jane and the people of Vale, distracting him long enough for the heroes to finally finish him.

" _ **TOGETHER!"**_ Spider-Man shouted, as the entire untied forces scream their lungs out, pushing past whatever limit they set for themselves, as a giant, golden man-spider summon appears right behind the heroes, increasing the power of their united beam, causing it to completely overpower Goblin's own Dark Sun Bomb and overcome the monster himself, causing him to crash all the way back down to Remnant's core, as he barely holds onto the beam with what little energy he has left.

" _ **WHA…?!"**_ Goblin said to himself, barely holding onto the rainbow beam by himself, mere inches away from Remnant's core. He is then caught completely off guard and horrified as he sees Spider-Man appear right inside the beam.

" _ **It's all over!"**_ Spider-Man declared, using his classic Spider-Fu to pummel Goblin repeatedly in the chest and face before finally finishing him off with a straight kick to his frontal jaw. _**"Bye-bye."**_ He said to Osborn as the monster is completely enveloped by both Remnant's core and the United Heroes' united beam.

" _ **I-IMPOSSIBLE! I AM A GOD…! I'VE BECOME A GOD…!"**_ Goblin said as he is slowly evaporating into nothingness, with a huge, bright light encompassing all of reality as a whole.

And after a few moments, all of space has returned back to normal and is stable again, with Remnant, now completely reformed, back in its own dimensional space, with their moon back as well, back to its partially shattered form while floating in space.

Iron Man checks his countdown on how much time they had left until reality was destroyed, and thankfully they had 10 seconds left until it was completely destroyed. **"WE DID IT!"** He shouted, as everyone on both worlds, if not, all worlds start cheering as loud as possible that they managed to avoid a major catastrophe, as rainbow glitter starts to rain down from the sky. Everyone either hugs one another or let out a small smile that they managed to perform the impossible, when it seemed that all was lost, but they still managed to pull through together.

"He really is a hero." Ozpin said with a smile while looking up into the bright blue sky.

"You know; I doubt we could ever accomplish a feat like this again." Glynda said to Ozpin with a smile.

"Anything is possible, Ms. Goodwitch." Captain America spoke next to the two. "As long as we never give up, just like we did just now." He then turns to the Headmaster with a smile, "Isn't that right, Headmaster?"

"Yeah, you're right, Captain." Ozpin responded with a smile as they all continue looking up into the sky.

 **BGM End**

"Owww…" Ruby said, now completely depowered of any power, rubs her head in pain as she and the other three girls slowly stand up from a nearby rooftop. She then turns her head over to Sonic, who's also depowered but is already on his two feet and staring at her with a smile. "Sonic!" She runs up to the blue hedgehog to give him a high five.

"You guys were awesome! I knew you could do it!" Sonic said, giving the girls a proud thumb up.

Ruby blushes and lets out an embarrassed laugh as she rubs the back of her head. "Well…it was nothing. All in a day's work, right?" She asked the blue blur.

"Right!" Sonic nodded.

"And how about you, Peter…" Ruby turns around her spot, only to find Peter is nowhere to be seen. "Peter? Where is he?" She asked her friends.

"He was with us a second ago." Weiss said, as she and the other two girls look around for Spider-Man.

As they look around, Sonic's and Blake's ears start to perk up. "What's wrong?" Yang asked the hedgehog and cat.

"We don't know…but…" Blake looks up into the sky to find the source of what she is strangely sensing, and doesn't like what she is seeing. Sonic and the other three girls wonder what's up and looks up to the sky to find out what's bugging her, and they realize what she is staring.

Iron Man and the rest of the United Heroes also sense something is wrong and look up into the sky and notice something is falling down very fast from space like it's a red-and-blue meteorite, but with closer examination, it's not just any meteorite, it's Spider-Man, falling down from space for some reason in his regular armor form, unconscious and not moving. **"Oh that isn't good."** Tony quipped.

 **BGM-Sonic Advance 2 OST-Extra Ending**

Spider-Man is falling down a high altitude from space and is about to make a huge impact down somewhere in Vale. "He's not slowing down!" Thor shouted.

"A fall from that height will surely kill him! We have to do something!" Reed said.

" **All of us used so much energy during that last attack we can barely fly to catch him in time!"** Tony said.

"Somebody DO SOMETHING!" Pyrrha shouted as they see Spidey getting closer and closer to the ground at tremendous speed.

Back on the roof, Sonic and the other girls quickly think up a plan to save him. "Sonic! Go!" Ruby said to the hedgehog, getting her Crescent Nullifier ready to launch him to the sky so he can save Spidey.

"Got it! Let's go!" Sonic said, entering the open slot in his spin form, gathering enough energy before he is launched into the air to catch the falling webhead. "Hold on, Spidey! I gotcha ya!" The Hedgehog said, only for him to miss as Peter breaks out from his armor and continues falling down to the surface. "I don't gotcha ya! I don't gotcha ya!" He said before entering a free-fall formation so he can catch up to him.

"Come on…" Ruby silently prays that Sonic will catch him in time as they are about enter city limits.

But even while free-falling, Sonic could keep up with Spider-Man's falling descent and could barely touch his fingers. Just when they think it's all over for the web-slinger, out of nowhere, VENOM leaps over and grabs both his most hated bug and the hedgehog before they could reach the ground, using his own back side to cover the fall for them.

 **BGM End**

"You're…" Sonic starts talking as Venom tosses the weakened webhead to the ground.

"Thanks…Best Buddy…" Spider-Man speaks, weak and costume torn apart, but still alive.

" _ **Shut it, bug. Only we could be the ones to kill you, not gravity."**_ Venom said to the bug.

"You care…don't lie." Spidey said to his venomous rival, only for him to kick him away from the ground and walks away with a grunt.

"SPIDEY!"

As Sonic helps Peter get up on his feet, they both see the rest of Team RWBYP running up to him, with Ruby being the first to hug him. "We're so glad you're safe! We thought you died!" She said.

"Sorry. Been there, done that." Spidey replied with a joke, ruffling up Ruby's hair, getting a big smile from her. He then takes a look at Yang's missing arm. "Got to _hand_ it to you, Yang. I was impressed when you gave Goblin that nice, _right_ hook." He punned about her missing right arm.

"Keep joking, wall-crawler. I still have my good hand left to knock you all the way back to Earth." Yang replied with a smile.

"Please don't, otherwise who else is gonna give you a _hand_ in giving you a new arm." Spidey continued joking, getting a laugh from Sonic.

"Someone hold him in place." Yang said to the others.

"Got it!" Weiss and Blake agreed with the plan.

"Eek!" Spidey said, scared.

"Spider-Man!"

Spidey and the rest turn around to Cap and the other heroes walking towards their direction, with Yang punching Spidey's back head while he's distracted. "Nice to see you all are alive." Cap said with a proud smile.

"We're just glad everything is back to normal." Ruby said.

Just then, Wolverine picks up a scent, as well as the other Spiders' spider sense picks up something faint. "Not quite." Logan said, popping out his claws, with Peter groaning in tiredness, having a good feel on who might have triggered his spider sense.

On another side of the city, deep inside a huge crater lies the Green Goblin, back in his regular, green skin form, stripped of most of the power he gained throughout this entire adventure except for his immortality, is weak and can barely move. _**"I have…to get out of here…Start on a new plan and-."**_ As the weakened Goblin tries to crawl away while no one isn't looking, he sees his arch enemy, Spider-Man, standing in front of his pathetic state.

"Some guys never learn. And, uh…speaking of learning. You should learn how to count! Something tells me you're outnumbered." Spidey shows his enemy the united heroes all standing at the edge of the crater, with almost all of them wanting a piece on Goblin. "And since we ALL know you love me so much, how about its time I give you my autograph. Times that by five." He webs up Goblin's face and yanks him up his feet. "Ladies and Gents?" He asked his counterparts.

"I really hate this fella!" Spider-Man Noir punches Goblin hard set in his face, knocking him to Spider-Gwen and Spider-Girl.

"What are you talking about?" Spider-Gwen asked as she and Spider-Girl kick him away.

"Yeah, I mean c'mon, he's a blast to kick in the face." Spider-Girl joked.

Goblin stumbles repeatedly as he makes his way over to Spidey 2099. "Pal, you got…" He grabs the weakened Goblin with one hand. "SHOCKED!" He finishes off Osborn with a powerful uppercut to the face, knocking him down to ground while the regular Spider-Man puts one foot on his stomach so he won't move a muscle.

"Come one, come all, upon your very eyes, the multiverse's, largest, dehydrated turtle!" Spidey joked, actually getting a laugh from his allies and even a small chuckle from the different villains across time and space. Goblin, ever persistent he is, tries to move away from his spot, but is too tired and beaten to do anything anymore. "Just stay down, Osborn. It's over. For good."

" _ **No…My Oz formula…It failed…"**_ He starts talking very weakly as he begins to deform back to his human form. _**"It's impossible…A fluke…A scientific anomaly…**_ I should have won."Norman said, now fully back in human form before finally falling unconscious just as S.H.I.E.L.D. and the Atlesian Military arrive to clean up the trash.

* * *

 **A few minutes later…**

Everyone in the city is starting to help with the clean-up, as they have MUCH to rebuild thanks to Goblin's little war he started, but thankfully they have the Multiverse's Mightiest heroes to help speed up with the process, starting with arresting Osborn, Madame Viper, and the Sinister Six into S.H.I.E.L.D. custody, sending them back to Earth.

"You're alright, Fury and Ironwood?" Spider-Man asked while shaking hands with Fury, after he and Ironwood's ship crashed down to the ocean after Goblin shot it down from the sky, but besides a few scars and bruises, not to mention Ironwood revealing he has a cybernetic arm behind his clothing, they're all good.

"We'll live. You did good. All of you did." Fury said to Spider-Man, Team RWBYP, and Sonic, proud that they managed to save all of reality.

"Yeah, we did. Can you make sure you hold onto Gobs this time? That way you won't crash anymore Helicarriers or airships." Yang joked to the two commanders, with neither of them understanding her joke. "That was a joke." She said, embarrassed.

"Riiight. By the way, I think Cap wanted to talk to you guys." Ironwood said before he and Fury leave to help out with clean up.

"Cap?" Sonic asked, wondering what the first Avenger wants with them.

"Everyone!" Cap calls out to the kids as he walks up to them.

"Cap. We heard you need us. What is it?" Ruby asked the captain while he shakes Spidey's hands.

"You six help out with clean up over at downtown Vale, right this instant." Cap ordered the kids as he walks away with a smile that they can't see.

"Clean up?!" Weiss asked, wide eyed and shock.

"This instant?!" Blake said, as she and everyone else with her are surprised that he's asking them to help out when they just saved reality not too long ago.

"Cap, are you serious?! We just finished saving reality after getting beat up by a genetically, altered…" Spider-Man starts talking until Cap turns around to face them with a chuckle.

"Lighten up. You kids need to learn to take a joke. Take a break. That's an order. We'll clean up the mess." Cap said before walking away from the stunned kids completely.

"Okay…sure. Thanks Cap." Spidey said before sighing. "Hmm. Captain America making a funny."

"You don't see that every day." Sonic said while rubbing the back of his quills.

"I can't believe he even had the audacity to even joke like that." Weiss said, annoyed as usual with her.

"But he is right, though. I mean, how can you argue with CAPTAIN AMERICA? The guy gave us a direct order." Yang said as they make their way to a nearby Quinjet that will take them back to Beacon, but as they do walk, they see Ozpin, Dr. Strange, Cinder, AND Salem waiting for them.

"Are we in trouble?" Spidey joked.

"No. In fact, we couldn't be prouder. We just need you to give us back the relics." Ozpin said to Peter.

"Right. How do I do that?" Spider-Man asked.

"Don't play dumb with us, child." Salem said, looking very annoyed.

"I'm not! I've been trying for the past 10 minutes but I can't!" Spidey replied.

Dr. Strange decided to use his magic to find out what's wrong with him and finds something very interesting. "Well then, this is interesting." The Magic Doctor said after he finished scanning Spider-Man.

"What's wrong?" Ruby asked.

"It would seem that the relics have somehow completely bonded with your inner spirit and cannot be removed. They seem to have found you as their new host and protector." Strange informed them, shocking everyone around them.

"Seriously?!" Cinder asked, stunned.

"Better than in your hands, Salem." Ozpin said to her with a chuckle, annoying her.

"Whatever. I'll find another way to take them from him." Salem said as she walks away with Cinder, along with Emerald and Mercury as they catch up with them. "I'll see you again, Spider-Man, because you just became my new favorite toy to crush beneath my heel." She said, turning her head to Spider-Man with a sinister smile before walking away, with Cinder also turning her head back to Peter, revealing a small, genuine smile to him before she catches up with her master.

"Are we seriously letting them go?" Blake asked the rest of them.

"Sure, why not? She's tired. We're tired. I don't think any sane person would want to fight right now." Sonic said with a shrug.

"Sonic's right. Now come on, Kitty Cat…" Spidey starts yawning as he enters the Quinjet. "Let's go home. I'm beat."

"Same here." Ruby stretches her arms as the rest of the heroes enter the Quinjet, which is set to auto-pilot and will take them back to Beacon to relax and sleep.

All the kids either lay their heads onto the wall, or completely lie down so they could start sleeping, with Peter being the last one to sleep, taking off his mask before sleeping with Ruby and Sonic by his side. "Ah, vacation it is then." Peter said before yawning and going to sleep as they slowly approach Beacon, with Ozpin looking back at the sleeping kids with a smile before turning back to his front, flying above the rebuilding city, with the bright, yellow sun shining down on them, signifying new beginnings.

* * *

 ***BGM-Dragon Ball Z Kai Buu Saga- Next Episode Preview (Kuu Zen Zetsu Go Version) ***

 **Spider-Man: Hi, I'm Spider-Man. Whew! It's been about a month since the big battle, and it would seem that our worlds are finally getting back on track. Which also means that its time I part ways from Beacon and Vale and head back to my own world for a little while. I'm definitely gonna miss this place, and I'm sure the people are gonna miss me. Now stay strong, Spidey. No tears. No tears!**

 **Next time on Spider-Man: Battle for Remnant:**

 _ **Farewell, Spider-Man**_

 **Ruby: We're gonna miss you, Peter.**

* * *

 **KFX here: Final battle is now over, and the final chapter is upon us, if you don't count the epilogue that is. But yeah, we're are about done with this story, folks. It has been a fun ride. Hope you all had fun too and stick with me for my next story, whenever that is coming out because I need a HUGE break. So, tell me your favorite part of this chapter and look forward to the finale of Spider-Man: Battle for Remnant.**

 **Edit: Peter and Yang won't break up. I'm not that cruel.**


	86. Vol 3 Issue 29: Farewell, Spider-Man

_Vol 3 Issue 29: Farewell, Spider-Man_

 **Beacon Academy (One month later)**

 **BGM-Sonic Unleashed OST-Rekindled Light ~ Save the Speech**

On top of Beacon's Dorm building rooftop, looking out to the bright, blue sky over the horizon, is The Amazing Spider-Man, crouching on the edge of the rooftop as he talks to himself as usual, reminiscing about all that happened recently.

"It's been a long, peaceful month since we took down Goblin and saved all of existence from utter destruction, though I doubt it'll be the last time everything will fall into chaos." Spider-Man started narrating to himself. "Since then, me and my friends have been taking it easy, besides the few petty crimes here and there that I'm always the one taking care of, because everyone else is lazy. Clean up and re-construction on both our worlds are nearly finished today. It would've taken longer if we didn't have help from our alternate dimension friends. And things have just been…very, very nice I would say. The White Fang have been mostly friendly to the public for a while now. Keyword: mostly. And according to Reed Richards, approximately 99% of the entire Grimm population in Remnant have been wiped out ever since the big battle, probably because most of them were infected by Goblin and were killed when the Anti-Goblin Serum cured the entire multiverse. Boy am I a genius. I didn't even think that was possible." He said with a chuckle.

Spidey then lays down onto the ground and relax while staring deep into the sky as he continues talking. "Still, I'm sure they'll come back. Grimm are part of this world's nature. They are the darkness that keeps the light balanced, just like how despair needs hope to even the two out. Take one part out, then the entire world will be thrown into chaos, and no one wins at the end. We need both to survive, that was proven when the different heroes and villains from other worlds worked together last month. It's that very _will_ is what keeps our worlds stable and connected."

While Spider-Man rambles on about some philosophical stuff, a familiar looking blond hair girl with her new, bright yellow and black, cybernetic arm walks up behind with a short chuckle, surprising the bug-boy. "Oh my god…Are you narrating?" She asked the webhead as he gets up.

"Ugh…Yang. How long were you standing there?" Spidey asked awkwardly as the chuckling Yang walks closer to him.

"From what I heard, only superheroes like to narrate, but I never thought that you-."

"Please!" Spidey stopped her before she could continue talking, but that doesn't stop the huge smile she has on her face. Peter takes a quick look at her new cybernetic arm. "So, Winter Huntress, I see you've gotten use to your new arm, finally." He joked about her nickname.

"Yup." Yang raises her new right arm to the air with a smile. "I love the modifications you gave to my new, vibranium arm. Now I can finally beat you at arm wrestling."

"Yeah right! Even with that arm I doubt you could ever-." While he was busy taunting, Peter was hit by a rocket punch to the gut from Yang as a way to shut him up. "I stand corrected…" He said in pain.

Yang helps her hurt boyfriend up from the ground with her reattached arm. "Are we gonna do this thing or not? My arm's getting tired." She asked Webs while joking at the same time.

"If it gets you to forget you caught me narrating…" Spidey said as Yang grabs a hold of his chest. "Yeah, you bet." He finished as he swings off with Yang over Beacon and to the city.

 **BGM End**

* * *

 **City of Vale**

 **BGM-Sonic Unleashed OST-Apotos (Day)**

In the main city of the kingdom of Vale, everything that was almost destroyed or devastated during the big battle against Goblin a month ago has almost been rebuilt back into perfection. Everything from buildings to roads, lampposts to destroyed sewer lines, all have been fully restored back to their normal state, and it's all thanks to the teamwork between the different heroes from five dimensions for the restoration of both Remnant and Earth.

"So today's the last day you're staying here, correct?" Yang asked Peter while they web swing through the skies of Vale.

"Apparently. Clean up is almost done here. Osborn is in prison back on Earth. Our worlds are safe. And unless I'm forgetting anything else, me and the guys will be leaving say…sometime tomorrow morning." Spidey replied to Yang.

"What about the Maidens? We still don't know what happened to them after we used their power to save the world." Yang asked the Spider, remembering how a month ago the girls poured their entire maiden energy into the big blast that beaten Goblin, leaving their souls without a host, somewhere on Remnant or wherever in the multiverse.

"I'm sure their fine. It's faint, but I can sense they're still here on Remnant. And it's not like they are in any danger. I made sure that, unless I say so, only those with a pure heat can use their power. Heck, you also have to be a pure heart to even SEE them in the first place, that way villains like Salem won't ever find them for their own misdeeds." Peter informed her.

"You're definitely smarter than Ozpin when it comes to giving them better rules." Yang said with a smile. "I still can't believe Ozpin is THAT old or has magic powers that can turn my mom and uncle into…birds."

"At this point in my career, I wouldn't be surprised if a regular monkey has god-like powers." Spidey said.

"With blue skin and an aura?" Yang asked with a smirk.

"Yes!"

"Then how about that new Spider-Man movie that just came out?" Yang asked her boyfriend.

"WHAT?! A movie?! About me?! When?! HOW?! WHY?!" Spidey asked her, completely caught off-guard that he's getting his own movie.

"Well you are the hero who saved the multiverse. Who DOESN'T want to watch a movie where you're fighting guys like Goblin or Doc Ock?" Yang asked him, non-fazed by his outburst.

"But how come I'm only hearing about this NOW?" Spidey asked.

"Because you're ignorant." Yang replied.

"Hey!"

"I'm right, aren't I?" She asked him with a devious smirk, knowing Peter can't give a proper comeback to her question, with his only reply being that of a defeated groan. She giggles, "So, where do you want us and the rest of our amazing friends to watch it: Here or Earth?" She asked the web-slinger.

"Oh you have got to be kidding?! On Earth too?! I'm certain that Jameson will be one of those people to give it a negative hundred out of five, especially after he blamed ME on the paper for our entire reality being almost destroyed a month ago!" Spidey said, ranting about Jameson's usual propaganda against the web warrior.

"Well, you're DNA was used." Yang reminded him.

"Shut!" Peter demanded her, getting another giggle from the blond.

"Besides, it's not like anyone that read that paper actually believed that. They all know you helped saved us." Yang said.

"Still…"

As the two continue web swinging across Vale, they find themselves around Junior's Club, the first place they met. "Hey, remember this place?" Yang asked as the two land in front of the doors.

"You mean the place you trashed and I have to come save you?" Spidey asked in a joking manner.

"The place WE trashed since you THOUGHT I was in danger?" Yang turned to him with a huge smirk.

"I am not winning any points today, aren't I?" Spidey asked before Yang grabs his hand.

"Come on. Let's go meet with our old friend. See how he's doing." Yang said as the two enter the doors inside the bar.

 **BGM End**

* * *

The music from Junior's Club gets louder once inside to show Junior behind the bar adjusting his cuffs before filling up a familiar looking, slightly hairy man wearing a cowboy hat's drink as his Henchmen stock the bottles, carry boxes, and otherwise stand around on the dance floor, until one of his henchmen starts running inside, shouting.

"Hurry, close the door-she's coming!" He said as he and another henchman proceed to roll the doors shut and keep them closed with their bodies.

"What are you idiots doing?!" Junior asked, walking out from the bar.

The Henchmen shout incoherently until an explosion knocks them to the ground and forces the doors open, allowing Yang to walk in through the smoke while Spidey crawls from the ceiling above her.

"Guess who's _back_!" Yang said with a smile.

"Hey Tiny! How'd ya been?" Spidey waved to Junior from ceiling, until he accidently fell from the ceiling after eight guns from an equal number of angry Henchmen points right up to his face and Yang's still smiling and posing posture, stopping and glaring at the recording studio where the track is messing up until the frightened bear-headed DJ takes the needle off the record and retreats back under the table. "Hey guys, we don't want to start any trouble now, do we?" Spidey asked the Henchmen as he gets up from the floor.

"When it comes to you two, you _always_ seem to cause trouble." The man with the cowboy hat sits up from his seat and turns to Spidey and Yang, who instantly recognized the man.

"LOGAN?!" Both teens asked in shocked unison, recognizing the mutant.

"Logan, you know these two?" Junior asked the mutant.

Logan sighed. "Unfortunately. You?"

It was Junior's time to sigh. "Unfortunately."

"Logan, what are you doing here?" Spidey asked his mutant friend on why he's at this club.

"This has been my favorite bar ever since I came to this world. It's a nice place. My kind of club." Logan answered with a small smile forming.

"You couldn't choose anything else close to decent?" Yang asked before she and Spidey were met with the same eight guns to their faces.

"She said it! Not me!" Spidey quipped.

"Stop, stop! Nobody shoot." Junior cuts his way through the crowd of goons, straightening his tie. "Blondie and the bug, you're here! …Why?"

"Thought we should hang out for a bit. Have a nice time." Yang replied while checking her nails. "You still owe me a drink, remember?" She asked the bar owner with a evilish smile.

"I'm just here so she won't cause any trouble." Spidey said, receiving an annoyed elbow to his chest, with Yang grabbing Junior by the arm and drags him to the bar through the hired guns.

While Yang and Junior are talking on one side of the bar counter, Spidey and Logan are having a conversation of their own while everyone else in the club go back to do their regular thing. "Can't wait to finally leave this world after all the rebuildin'. How about you, kid? You ready to go back home?" Logan asked Spidey before taking a big sip from his beer.

"I guess…" Spidey said in a depressed tone, coming to grips that he's leaving Remnant after being stuck there for so long.

"Don't be too sad, Pete. It's not like you all won't see each other again." Logan said to the depressed webhead.

"I know, but…I've become so attached to this world that I almost don't want to leave." Spidey said before letting out a sigh. "But I know I can't keep track of both worlds all the time, and that most of my responsibilities lie back at New York."

"Right. And don't fret, after everything that has happened, I'm sure this world is in good hands and can take better care of itself without you." Logan said to Peter.

"You think so?" Peter asked with a small smile behind his mask. That smile then immediately disappears as he hears some fighting across from the two Marvel Heroes, which so happens to be Yang fighting Junior's henchmen again. "OH FOR THE LOVE OF…!" Spidey face palmed.

"Hey, they started it!" Yang said to Spidey while she kicks a guy in the chest.

"HOW?!" Spidey asked her.

"Who cares how?! Are you gonna stand there or help me crack jokes against these losers?" Yang asked, punching a guy in the fist before shooting another guy with her gauntlets.

"Yup. This world's in _good_ hands." Logan said with a chuckle, getting an annoyed growl from Spidey before he reluctantly joins in on Yang's fight.

* * *

 **A few minutes later, walking out of Junior's Club**

"That was fun, right?!" Yang asked Spidey next to her with a smile as they walk down the sidewalk of the city.

"I hate you." Spidey said, not sharing her same sense of enthusiasm. While they were walking around, they are slightly taken back when a speeding, blue blur pass by them, multiple, multiple times. "What now…? Sonic!" Spidey shouted, getting the hedgehog's attention as he comes to a screeching halt after running extremely fast.

"What's up, you guys? Are you on a date?" Sonic asked the lovebirds.

Yang chuckled. "Sort of. What's been going on with you?" She asked the speedy hedgehog.

"I've been training Ruby to help her increase her speed to go faster than the speed of sound." Sonic replied to them.

"Ruby?" Both Spidey and Yang asked at the same time, as they turn around to see a heavily panting and exhausted Ruby slowly walk up to the three.

"Hey, guys…Long time no see." Ruby waved at them while catching her breath.

"Come on, Ruby. No time to stop now. We're almost done. Just 10 more laps around the city. And if you feel up to it, 15 more laps around the kingdom." Sonic said while pacing himself, not at the very least tired or winded.

"Greaaaat…" Ruby sarcastically said under her breath.

"Come on. Don't be like that. Remember, it's still 'Never Give Up' month, so let's not give up." Sonic said while waving one finger at the little speedster.

"Oh yeah. Forgot that's still going on." Spider-Man said, as this 'Never Give Up' month is an event in Remnant that he himself inspired the four kingdoms government councils to celebrate after the defeat of Goblin. A worldwide event where everyone on Remnant adopts Peter's 'Never Give Up' attitude to perform tremendous feats like rebuilding their cities faster and more proficient, despite the heavy workload.

Ruby catches her breath for a second before regaining some of her strength and looking more determined than ever. "Right! Now's not the time to give up!" She said.

"That's the spirit!" Sonic gives her a thumbs up before turning around. "Let's blast away with Sonic Speed!" He points straight to his front and performing a figure-8.

"Okay!" Ruby responded as the two speedsters start lapping around the city again.

"Now this I have to see." Yang said, using her Webware to materialize her motorcycle onto the street, which was recently upgraded by Peter and Tails, now sharing the same properties as the Extreme Gears from Mobius. "You want to come?" She asked Peter.

"I'm good. Thanks." Spidey replied with a hand motion.

"Okay…!" Yang gives Spidey a kiss on his lips before walking towards her bike. "See ya, Wolf!" She waved before putting on her helmet and goggles, driving away at high speeds to catch up with Sonic and Ruby.

"She is never gonna let that go, huh? I still can't believe I started a new holiday. Am I sure I'm living in the same reality? Who knows?" Spidey said before web swinging alone through the city.

As he webs swing through the skies of Vale, Peter comes across Weiss and Tails on the ground, who are both overseeing the complete construction of the Schnee Dust Company Building in Vale that got destroyed again by Spidey and Goblin recently. "Hey, if it isn't my favorite Ice Queen and two-tailed genius!" Spidey said, getting his friends' attention as he lands right behind them.

"Spidey!" The two of them said at the same time, happy to see him again.

"Sup guys. I see this place is almost done being rebuilt." Spidey said while looking at the very tall tower in front of him.

"For the second time." Weiss reminded him of how the first time it got burned months ago.

"Yeaaaaaah…Sorry." Peter said while embarrassedly scratching his cheek, blaming himself for the second destruction of the tower.

"Don't worry. Thanks to the combined efforts of Stark Industries and the Schnee Dust Company, this place won't catch on fire or be easily destroyed ever again." Tails informed the webhead.

"That's good to hear, but will it have an ice cream dispenser?" Spidey joked.

"Kid." Weiss responded to his joke.

"How about a snow cone?" Spidey continued joking, getting a tired groan from Weiss while Tails just laugh.

"Anyways, I'm gonna check in on X. See how he's doing." Tails informed his two friends.

"Okay. See ya, T." Spidey and Weiss waved at Tails as he flies away to Mega Man X's area, leaving the Spider and Ice Queen by their lonesome.

Weiss turns back to the almost, fully constructed Schnee building in front of her, sprouting a smile on her face. "The two of us have a lot of memories about this place, huh?" She asked the Wall-Crawler, reminiscing about their first meeting.

"I can imagine, since you were kidnapped and left for dead in an exploding building." Spidey reminded her.

"Be quiet!" Weiss said to him.

"I'm quiet. Heck, the only time you rendered me SPEECHLESS was during that one concert at the nearby theater with your singing." Spidey said, remembering back to his first night as Spider-Man here on Remnant and coming across Weiss' concert and her beautiful singing voice.

"Oh yeah…You were there, on the rooftop across from me. I remember you DID like my singing." Weiss said with a smile.

"How can I not? It's like the best, most charming talent about you that I liked. Heck, I even listened to the rest of your songs on my MP3 player whenever I'm out web swinging." Spidey said to her, which causes Weiss to smile more and more.

"Oh thank you, Peter!" The ice heiress gives the webhead a warm hug. "Despite being a massive idiot that gets on my nerves 24/7, you are definitely the kindest, most thoughtful person I've ever met." She said, taking off a bit of his mask and gives him a warm kiss to his cheek.

Spidey chuckled. "Well, that's just me being me." He said before putting on back his mask and shoots out a web line to a nearby building. "I'll see later, Weiss."

"Right. Remember, we have that big assembly and party starting soon, so you better be there on time." Weiss reminded the Spider about the Avengers Academy Graduation ceremony and the huge party for the world being saved.

"I will. Thanks!" Peter said before he webs swing away from the heiress, who takes a few seconds to stare at him swing away, just like the first time they met all those months ago.

* * *

 **New York City, George Washington Bridge**

Back on Earth, Spider-Man continues web swinging across the city he loves, helping out people with regular, everyday problems like helping an old lady walk the street or stopping your average mugger, doing whatever a friendly-neighborhood Spider-Man should be doing.

As he webs swing across the George Washington Bridge, he comes across an accident that just happened not too long ago, with construction workers already there to help out as they spot Spidey. "Yo, Spidey!" One of the two called out to the Web-Slinger.

"Huh?" Peter looks around for the person talking to him.

"Down here." The man said, prompting Peter to web swing down to their direction.

"Ah, right. You're clearing lanes. Getting the city moving again. Gotcha." Spidey said as he helps push over a toppled car. "Here. This's the Friendly Neighborhood-ly thing to do. Right? He asked the worker.

"Whoa! Who said you could DO that?" He asked.

"What?" Spidey replied, confused on his comment.

"Union rules, man! You wanna get me in trouble?!" The worker asked him, taking off his helmet.

"I'm just trying to help here, okay? LOOK, if it means anything…" Spidey was going to continue talking until the man stops him with a hand motion in the air.

"Easy. I only want a word is all." The man said to him. "So last month, we all saw you fight that big Godzilla monster and the things that's been said during that fight about who is the 'ultimate' or how YOU have something that makes you special. And, well…I been in this city a LONG time. And had all kindsa thoughts about you. Like you were a menace. Or a big time super hero. Or a total freak. Or some perv."

"'Perv?' What? Where do you get 'perv' from…?" Peter whispered to himself until the man puts a proud pat on the kid's shoulder.

"But y'know what? End of the day, you're no different from me or anybody else. You proved that last month when you risked your own, special life to save us regulars, despite whatever differences between us." The man said with a smile.

"That's pretty much the size of it, pal." Spidey said.

"Elio. My name's Elio." Elio introduced himself to Spider-Man.

"See you around, Elio." Spidey said as he webs swing away from his new friend.

"You too, man. He's good people." Elio said while giving Peter a thumbs up as he leaves the bridge.

 _"_ _Can't believe it. Are the people of New York FINALLY starting to like me? Am I SURE I fixed reality, because this is all too…weird."_ Peter asked himself in his thoughts as he continues web swinging through his city. _"Guess my reputation is finally starting to improve in this dimension, but I wonder what else has changed for the better? I'll think about that later though, because I think it's almost time for the big Avengers Academy Graduation Ceremony back at Avengers Mansion so I should get there on the double."_ He said to himself as he swings to Avengers Mansion.

* * *

 **Avengers Mansion**

Now that the world is saved and their superhero training is complete, the students Huntsmen and Huntresses of Remnant are now going to graduate from Avengers Academy, where each Remnant Academy will graduate at their respective Avengers campus, like right now with the Beacon students graduating right inside Avengers Mansion, with the likes of their Headmaster, Spider-Man, Captain America, Iron Man, Cyclops and Ozpin meeting and giving each student their graduation certificate, and a 'small' check of cash provided by Stark Industries and the Schnee Dust Company.

"Okay, who's next?" Spider-Man checks his cards while on the center stage, with the parents of the students, the students themselves, and the different heroes from different dimensions, all standing or sitting on the bottom stage as Spidey calls out the next team. "Team CRDL! Come on down! Or up, I guess!" Spidey calls out Team CRDL to the stage as the audience clap to see two giant holographic screens showed the team's faces. The two Avengers on stage give the team their certificates and checks, proof that they have the heart of a true hero and an Avenger, sharing fist bumps with Spidey before they walk off stage.

"Second to last, we have the talented, but a bit crazy, Team JNPR!" Spidey calls up the team, prompting the audience claps again as they see Jaune Arc and his team walking up stage to retrieve their certificates and their large check of cash from Tony and Steve.

"You guys were awesome last month! Well done!" Spidey said while giving Jaune a bro fist.

"We learned from the best." Jaune replied with a smile.

"Like who?" Spidey asked the blond leader.

"Well, um…" Jaune scratches his head, trying to think of a proper answer.

"Just the best. Let's leave it at that." Pyrrha answered for him.

"Am I the best?" Spidey asked her.

"No." She casually replied with a smile.

"You wound me." Spidey said, causing Pyrrha and the rest of her team to chuckle before they walk down the stage.

"And last but not least, the number one, hyperactive, insane, unpredictable, careless..." Spider-Man keeps talking and describing all the characteristics of Team RWBYP.

"Just get on with it!" Weiss shouts from the bottom stage.

"IMPATIENT Team RWBYP! Come on up!" Spidey calls up his teammates, Team RWBYP, up to the center stage as the audience starts clapping louder than before for the team that helped saved their worlds. "I'm noticing your team is missing a teammate." Spidey said to the girls, referencing himself.

"Sorry, but our friend, Peter, couldn't make it because he's… busy… taking pictures of…plants." Ruby lied, causing Weiss to face palm at her pathetic lie to cover up Peter's 'disappearance'.

"And seemed to have forgotten he had a certain 'ability' to help him take those pictures faster. Like the ability to appear at multiple places at once." Blake implicitly reminded Peter about his ability to create clones of himself, something he forgotten because he's an idiot.

"What ability?" Spidey asked, not picking up on the signs she's giving to him.

"Idiot." Blake whispered to herself while face palming.

"Well, when you see him, make sure to give him one of these." Captain America gives the girls their graduation certificates and check.

"We will, Cap." Yang nodded.

"It is quite a shame Mr. Parker isn't here with us today." Ozpin walks up to the kids and heroes. "After all, it was because of his incredible smarts that we were able to cure the people who were infected in the multiverse. So because of such a feat, and after a few talks with the Vale Council and the Avengers, I am happy to announce that starting today, not only will Mr. Parker serve as Remnant's Ambassador on Earth, but he will also be our very first, official HUNTSMAN Ambassador on Earth." The Headmaster of Vale announced to everyone in the big room, shocking Peter and his friends while getting a huge round of cheers and applause from the audience.

"WHAAAAAAAAAAT?!" Spidey and his teammates asked, completely shocked and stunned that Ozpin has just let Peter graduate from Beacon three years earlier than attended.

Iron Man walks up to Peter's ear. **"This is the best way for you to stay on Earth without raising suspicion on your absences at Beacon or your job at Vale."** He whispered to his ear.

"T-That make sense." Spidey responded, still shocked that he became an official Huntsman before any of his friends.

"But that's not the only news we have for today." Cyclops spoke up.

"Scott's right." Captain America said as he walks up to Spider-Man. "Spider-Man. We've been watching you. Watching you grow in maturity and strength ever since you first put on that mask out in the streets, and we're very impressed on how much you grown in such a short time. You've proven to be an inspiring leader and a cooperative teammate." He then takes out something from his sleeves, with the object appearing to be a small card. "Everyone agreed, so on this day forward, we want you as an Avenger." Cap finished as he hands Peter his new Avengers ID Card, shocking the entire heck out of Spider-Man, almost to the point he might faint.

"WAY TO GO SPIDEY!" Sonic shouted from the audience crowd, as everyone in the entire room cheer good job for Spidey's newest accomplishment.

"Doesn't this remind you guys of anything?" Weiss asked the rest of her teammates, remembering how shocked Peter was after initiation when he was accepted to their team.

Ruby chuckled. "Yeah, we remember." She said with a smile as they four look back at the awfully stunned Spider-Man, who just took his Avengers ID card from Cap, looking at his new photo ID on the card.

"I…I don't know what to say. I mean, are you sure?" Spidey asked his new Avengers teammates.

 **"** **We were actually planning on making you an Avenger when you turned 18, but certain circumstances have changed that."** Iron Man said to Spidey.

"I thought you were joking when you said that." Spidey said to Tony.

 **"** **No one knows jokes better than you, kid, especially when most of them aren't funny."** Tony said.

"Well, thanks anyways." Spidey said as he takes another look at his Avengers ID. "Soooo, does this get me a discount anywhere?" He asked the two Avengers.

 **"** **Are we SURE about this?"** Iron Man asked the Captain, already regretting this decision, but Cap reassures him with a nod and smile that it's the best decision they've made in years. **"Okay, if Cap thinks this decision won't lead us to our doom sooner, then I'm all for the next part."**

"Do I get my own Spider-Mobile?" Spidey asked excitedly.

"You can't even drive!" Blake reminded him.

"Yes I can. I have a learner's permit, and a spider-sense." Spidey told her, causing Blake to roll her eyes.

 **"** **No, it's not that."** Iron Man responded, causing Peter to groan in disappointment as he turns to Sonic and Tails to the audience. **"Sonic! Tails! Get up here!"** He said to the Mobians below.

"Huh?" Tails looks confused on why he's calling the two.

"Now this is starting to get interesting!" Sonic smirk as he and Tails hop onto the upper stage with Spidey and Team RWBYP.

"Iron Man. What's going on?" Ruby asked the tin man on what he is planning.

 **"** **In addition to Spider-Man being an official member of the Avengers, he's also gonna be the new team leader for the new sub-Avengers team we just formed between him, Sonic and Tails, as well as Team RWBYP, starting today, called: The Dimensional Avengers, or D-Avengers for short."** Iron Man informed the new team of Avengers, shocking them and getting another round of applause and cheers from the crowd.

"WE?! AVENGERS?! COOOL!" Ruby said with stars in her eyes, extremely happy to be part of an Avengers team.

"Now that's what I'm talking about!" Sonic gives a high-five to Ruby.

"Not only that, me and the rest of the X-Men have agreed to allow Blake Belladonna as an honorary member of the team." Cyclops said to the Faunus with a smile, causing everyone from the crowd, mostly Blake's family and llia, to cheer for her.

"What?! Me?!" Blake points to herself, shocked.

"Congratulations, Blake!" Tails said to the cat.

"Good job!" Weiss said to her teammate.

"I had a feeling that would happen!" Yang said with a smile.

"How do you feel?" Sonic asked her.

"Heh. Not as stunned as Spider-Man I'm sure." Blake said with a smile, as they all laugh while looking at Peter, who is just standing there in place, trying his best to come to terms of not only becoming a Huntsman and an Avenger, but the new leader for the D-Avengers team, all happening at the same day in the span of a few minutes.

* * *

 **Outside of Avengers Mansion**

After the graduation ceremony, everyone is walking out of the Mansion, taking S.H.I.E.L.D. transports to teleport everyone to the fairgrounds at Beacon for the big party for the world being saved.

As they walk out, looking around their area to see students taking pictures with their families or exploring the city for a bit, the girls of Team RWBYP take out their new Avengers ID card with a smile. "I still can't believe it. We're actually part of a superhero team! This is so cool!" Ruby said, putting her new card close to her chest in delight of becoming an Avenger.

"I bet it is!"

Ruby and Yang stop walking and turn around when they hear a familiar voice and some loud barking, which so happens to belong to their father, Taiyang, and their dog, Zwei, respectively. "Dad!" The two sisters shouted as they run up to him with a hug.

"My little girls. Who would've thought you would grow up to be part of an inter-dimensional superhero group that would fight to protect our world?" Taiyang asked the girls as they reply with a huge smile to him.

"Not me. I didn't even think it was possible."

The sisters turn around again and are surprised to see Yang's mother, Raven, standing across from them with a small smile on her face. "Mom! What are you doing here?" Yang asked the black-haired bird woman.

"What's wrong seeing my daughters after they saved the universe and joined a superhero team from another dimension? That, and, Wolverine still owes me a rematch. Didn't think that old man could put up a good fight. But still, I'm…proud, of how far you two grown, especially you, Yang." Raven replied with a smile, causing the sisters to smile as well with their parents and dog.

Close by them, Weiss is hanging out with her own family. "An Avenger, huh?" Winter said while speaking with her younger sister. "Sounds fun. I've actually been invited to work as a special S.H.I.E.L.D. specialist alongside my work with the Atlesian Military." She said with a smile.

"That's amazing, sis!" Weiss said, proud of her sister.

"Why do you get to work with heroes while I'm cooped up at home?" Their little brother, Whitley, said, jealous of their new occupations.

"Maybe someday you will, when you get older." Jacques said to his only son, which doesn't really brighten up his mood, especially when his older sisters start laughing at his expense.

Around that same area, Blake is talking with her own family and her friend, llia, about her not only being part of the Avengers, but a X-Man as well. "We are so proud of you, Blake." Kali gave her daughter a proud hug.

"It's nothing, mom, really." Blake replied with a smile.

"What do you mean 'it's nothing'? Your part of TWO superhero teams in this world that it almost makes me jealous!" llia said, getting a chuckle from Blake.

"Come on…!" Ghira puts his hand behind her daughter's and friend's back. "Let's start heading to Beacon to celebrate this momentous occasion!" He said as they start walking away, not noticing that Spider-Man, Sonic and Tails are watching them from their backs.

"You must be proud of how far your new friends came, huh Pete?" Tails asked the webhead Avenger.

"Proud, and a little jealous." Spidey replied. "I've been wanting to become an Avenger for, like, ever now, I get it, but on the same day YOU six become Avengers. I was kind of hoping I would be the youngest one to join first."

Sonic chuckled. "That's too bad, Pete, but at least you're on TWO Avengers team. That must make it up."

"A little…" Spidey said, looking down at the floor while crossing his arms.

"Y'know, I know it's been a month, but I'm still having a hard time believing what I'm seeing."

Spidey and his Mobian friends turn to their left to see Peter's Aunt May having a conversation with May and Ben Burnside about how similar they look to her and Ben Parker. "Besides the dog ears, you two look like the splitting image of me and my late Ben." May Parker said to the Burnsides.

"I know, right? I remember when your friend, Anna, thought the two of us were twins and almost fainted." May Burnside said, causing the two duplicates to start laughing.

"Oh yeah! That was hilarious!" May Parker said with a smile. She then turns around to see Spidey and his Mobian friends walking up to them. "Oh, Peter. Are you and your friends about to leave for the party?" She asked them.

"Yup. Do you three want to come?" Spidey asked his Aunt and her new friends.

"No need, son. We're quite alright. Just go out and have some fun, okay?" Ben Burnside asked the web hero.

"Spidey!"

They all turn to see Ruby waving at them along with her friends. "Come on! We're about to leave for Beacon!" The little red hood told Peter.

"Let's not keep them waiting!" Sonic said as he and Tails run up to their Remnant friends.

"I'll see you three soon." Spidey waved to his Aunt and the Burnsides before catching up with the others.

"Heh. I would've like to meet with that kid's uncle. Tell him that he should be proud of how he and you raised such a nice kid." Ben Burnside said to Mrs. Parker with a smile.

"I'm sure he's already proud." May Parker replied with a smile before they start walking away. "Now come on and let me show you some of my favorite recipes." She said as they start walking back to her house at Queens.

* * *

 **Beacon Academy Fairgrounds**

 **BGM-Dragon Ball Super OST-Like that Cloud**

In some forest area around Beacon is a large fairgrounds consisting of many temporary buildings and tents that act like shops and stalls for food or gifts for all those that participated in saving the multiverse from the Goblin King a month ago, and a way to relax after all the cleanup and reconstruction of both worlds.

Over at a small shop stringed with paper lanterns with a sign overhead saying "A Simple Wok", Team RWBYP, Team JNPR, and Team Sonic have just finished eating their food which consists mostly of noodles, with only Blake and Sonic having a bowl of fish and a dozen chili dogs respectively.

"Ah, there's nothing better than eating some chili dogs after saving the world again." Sonic said, rubbing his stomach.

"Can't you eat anything else besides chili dogs?" Knuckles asked the hedgehog.

"I tried out Peter's Aunt wheat cakes last week. I would say they're just as good, if not better, than chili dogs." Sonic admitted.

Peter snickered. "It's about time you admitted that, picky hedgehog." He said, getting a smirk from the blue boy. "Now if only the same can be said for Fish Woman here." He said with a smirk as he turns to Blake next to him.

"For the record, there are some foods I like more than fish." Blake said to the brunette, looking a little annoyed.

"Like what? Cat food?" Peter asked, causing Blake to sigh before she and everyone else at the ten start laughing together.

 **BGM End**

"What's everyone laughing about?" Mary Jane walks over to her friends, with a familiar looking blond-headed girl walking beside her.

Peter continues laughing as he sees MJ walk up to them. "Hey, MJ and…" The hero of New York immediately stops laughing and rendered speechless as he sees the girl besides MJ, who looks EXACTLY like another person he met in his life and failed all together. "G-Gwen…" He said, completely stunned to see his old, deceased girlfriend standing before him.

"Hey, Pete." Gwen waved at Peter with a smile.

"Gwen? As in, 'Gwen Stacy'? As in, the girl that was killed by Goblin, 'Gwen Stacy'?" Weiss turned to the rest of her friends, who are all just as stunned as Peter.

Peter gets up from his seat to check out 'Gwen' from all sides frantically. "Are you really Gwen? You can't be Gwen! Please tell me this isn't another clone! Oh, I swear if the Jackal is behind this…?"

Gwen stops him before he continues making a fool of himself. "Peter, it's me. I AM Gwen. Just…not the one you know." She said to Peter.

"Wait, if you're not a clone, who are you?" Peter asked Gwen.

"Check her bag." MJ told him with a smile.

Gwen opens up her bag and reveals to Peter and his friends a white hooded costume with webbing on the inside, shocking everyone except for MJ on the true identity of this Gwen Stacy. "That costume!" Ruby starts speaking, just as surprised as everyone else.

"It looks exactly like one of the Spiders that helped us last month!" Yang said wide-eyed.

"Wait, so does that mean…!" Jaune continues off from their chain of surprised comments.

"YOU are that white-hooded Spider Girl from another dimension that helped us before?!" Peter finished.

"Spider-WOMAN, actually, but yeah, I have spider-powers." Gwen said with a smile.

"WHAAAAT?!" They all said, completely shocked at this amazing reveal.

"No wonder your voice sounded so familiar! I never imagined in another universe my ex-, dead girlfriend would have awesome spider powers like me." Peter said to Gwen.

"I could say the same thing too." Gwen said.

"Wait, you mean there exist a Peter Parker in your universe?" Tails asked the blond girl with spider powers.

Gwen starts scratching her head. "There WAS a Peter Parker, until he died after he transformed into the Lizard." She said, a bit depressed about that painful memory.

"Aw man. The Lizard? Really? Why couldn't I've become something cooler like Sandman or the Scorpion before I died." Peter joked to lighten the mood, which did work s Gwen let out a smile and a chuckle.

"So how long have you and this Gwen been talking to each other?" Pyrrha asked MJ.

"Not too long ago." MJ answered.

"Yeah. We thought we drop by for the party, since we DID help save the multiverse from total destruction and mayhem." Gwen said.

"We?" Ren asked her on who she's referring.

"She's referring to us."

The kids all turn to the back of Gwen to see three more individuals walking up to their tent shop: One of them looks like an older Peter Parker but wearing clothing from the 1930s, the other is man has brown hair and wearing glasses despite the sun not being that bright today, and the last one is a 17-year-old girl with blue eyes and brown hair.

"Sup!" The teenage girl waved to Peter and the others with a smile.

"Oh wait, don't tell me. You guys are also the other Spiders from before, right?" Peter asked his other three counterparts.

"You guessed it. I don't think I should introduce who I am." Peter Parker from the Noir universe said to the prime Peter.

"The name's Miguel O' Hara. The Spider-Man from the Year 2099." Miguel introduced himself to the other heroes.

"Why are you wearing sunglasses at this hour?" Nora asked the future web warrior.

"I'm not really much of a 'day' person, especially with eyes like mine." Miguel explained, as his accelerated vision makes him extremely sensitive to light.

"And who are you, kid?" Sonic asked the teenage girl next to the other civilian spiders.

"The name's May Parker, or sometimes called Mayday. Either one is fine." May introduced herself to the others.

"May Parker, huh? There isn't a Peter Parker in your universe?" Prime Peter asked with a smirk on his face.

"There is. In fact, he's actually my dad." May said.

And the moment she utters the word 'dad', Peter instantly froze up in place, along with the rest of his Mobian and Remnant friends, even MJ, who are all completely shocked after hearing that stunning reveal about this teenage girl with spider-powers is actually his daughter from another dimension. "Yeaaah, I was surprised too when she told me that." Peter Noir admitted while scratching his right cheek. The frozen Prime Peter lets out a very small cry as he falls straight down to the grassy ground below. "But I never did that." Noir Peter said as he looks down at his younger self.

"Probably shouldn't have told him, huh?" Mayday said while looking down at her teenage, alternate dimension father.

"Oh my god he fainted." Yang said while looking down at his boyfriend from the ground.

"I would too if I suddenly met my daughter from another dimension who's the same age as me." Weiss said to Yang.

"Good point." Yang responded as Weiss prepares to use her glyphs to summon water to wake Peter up.

"So who's the mother, then?" Mary Jane asked Mayday.

"I'm looking at her." Mayday replied with a smile.

"WHAT?!" Mary Jane shouted in shock.

Peter instantly wakes up after being soaked with water and from that sudden reveal. "WHAT?!"

"WHAT?!" The rest of their friends shouted after them.

"Peter and MJ are married in your dimension and have a kid?!" Jaune asked Mayday.

"Two kids, actually." Mayday casually said, further shocking the everyone, mostly Peter and MJ, who both are almost rendered speechless from another, astonishing reveal.

"This is a lot to take in, huh?" Gwen asked her alternate dimension versions of her own friends, letting out a chuckle.

"Ugh, what make you say that: The fact I'm talking to four different versions of myself from other dimensions, one of them being my dead girlfriend, an older version of myself, a guy from the future and wearing shades, and the last being my daughter who's the exact same age as me?" Prime Peter asked before letting out a big sigh and rubbing his head to ease his headache. "I'm gonna go for a walk to clear my head. I'll see you guys later." He said as he starts walking away from the group.

"Bye dad! Try not to crash into anyone while you're walking! You tend to do that a lot when you're brooding!" Mayday waved happily to her alternate dimension dad, who replies with a loud groan.

Sonic laughs at his friend's expense. "Yup! She's definitely his daughter! Much funnier than him I would say." He said before getting webbed in the mouth by a smirking Peter, causing the hedgehog to get angry at him while everyone else around the blue blur starts laughing their butts off.

As Peter continues to walk by his lonesome, turning to his left and right to see everyone having a good time partying and simply having fun, he gets a mysterious text from his Webware. "Who's this?" Peter reads the text which says 'MEET ME AT THE CLIFFSIDE OF EMERALD FOREST PRONTO'. "Huh. I wonder who wants to see me."

* * *

 **Emerald Forest**

Peter walks through the quiet and peaceful terrain over at Emerald Forest since there are no Grimm to worry about for the time being and makes his way to the cliffside of the lush, green forest, where he is met by a familiar figure that he hasn't seen in a month, with her back turned to his face.

"Long time no see, Spider-Man." The mysterious lady in a red dress turns around to meet Peter, revealing herself to be Cinder Fall, who smiles to see the webhead again.

"Spider-Man? Where? I don't see him." Peter said while looking around the area, hoping she's kidding about knowing his identity.

Cinder laughs. "Don't play dumb, Peter. I know who you are."

"Right. Since the big Goblin battle last month." Peter said while scratching the back of his head.

"Actually, I've known your identity much longer than that." Cinder told him, slightly worrying the kid.

"How long…?" The worried Peter asked with a gulp.

"Before the Beacon Dance." Cinder replied with a smile.

"Oh come on! That long?! Seriously?!" Peter shouted, extremely scared that one of his enemies on this world has known his identity for months now, which really frightens him.

"Don't worry, Peter. Your secret is safe with me. I haven't told anyone else besides Salem who already knows who you are anyways." Cinder said.

"You seem to be telling the truth." Peter said.

"What? Does that spider-sense of yours act like a lie detector?" Cinder asked him with a smirk.

"I like to think so anyways." Peter said, getting a chuckle from the red dressed girl. He then walks up closer to his 'enemy'. "So what's been going on with you lately? Haven't heard or seen you and your crew since last month."

"We've been taking it easy, mostly busy rebuilding Salem's place after it got trashed by Goblin." Cinder answered him.

"Ah. Wished you had the powers of a construction worker, didn't ya?" Peter asked her.

Cinder chuckled. "Sometimes I wished that, but we just finished rebuilding yesterday, which means I can finally move on to other things."

"Like what?" Peter asked her curiously.

"I think I might take a leave of absence for a while. Spend less time trying to 'take over the world' or whatever Salem wants, and take a nice, long vacation. Probably travel around the world or something." Cinder told the brown-haired superhero.

Peter puts his hands behind his head. "I hear that. Guess even villains need a vacation every once and a while."

"Yeah, but this will also help serve as a sort of journey for myself." Cinder said to Peter.

"Journey? What kind of journey?" Peter asked her.

Cinder starts to look at her right palm. "It's still a work in progress, but I want to learn more about myself and my limits. See how I can test and surpass both. I want to get stronger, so I can seek what lies beyond strength itself. Kind of like what you have." She turns to Peter, who looks extremely confused while looking very innocent. "But I want to take a different path from you and Osborn. My own way in life so I can become stronger and beat you."

"Beat me?" Peter repeated with a smirk.

"Beating you would serve as the ultimate test of how far I've come. That way I know I achieved my goal at being number one." Cinder replied with her own smirk.

"So we're rivals now?" Peter asked his new rival.

"More or less." Cinder replied, with her smirk still present on her face. "I heard having a rival helps push oneself to become even greater than they already are, and who's a better rival than the hero who beat a god, saved the multiverse and just recently became an Avenger and Huntsman?"

"Heh. You got me there." Peter said with a grin while rubbing the back of his head. He then materializes a Crimson Red Webware device from his own Webware into his hand. "Here." He tosses the red wrist device to Cinder.

"A Webware?" Cinder asked while looking at the device.

"With that, you can travel from here to Earth and vice versa if you ever want to find and lose to me." Peter said, getting a cocky smirk from Cinder. He then materializes a Crimson Red ISO-8 crystal from his Webware and gives it to Cinder.

"Is there any reason why you're giving me an unparalleled power crystal from another universe that I can beat you with?" Cinder asked the hero.

"Just as an experiment. You see, I've been messing with this ISO-8 for the past week. Giving it properties of both an A-ISO and E-ISO while also giving it powers similar to that of a Maiden." Peter explained to her.

"Why?" Cinder asked him.

"I was bored and had nothing else to do at the time. And since I haven't found anyone to volunteer to use the darn thing, I selected you can use it since you want to become stronger and junk." Peter said with a shrug.

"You do realize giving me a device to travel to your world and a crystal with unspoken power COULD mean the downfall of you and your friends, right?" Cinder asked the hero with a smirk.

"Like that would happen. You and Salem will never beat me or my friends no matter what you do. Besides, I like a challenge." Peter replied with a shrug and smile.

"Then I look forward to our next match." Cinder said, raising her fist to Peter for a fist bump.

"Same here." Peter replies while giving Cinder her fist bump and then proceeds to walk back to the fairgrounds. "Welp, I'm gone. See ya." He waved at her as he walks away.

"Bye. Have fun with that daughter of yours." Cinder said with a smile, startling Peter for a brief moment.

"Ah great. You've been watching me. Stalker." Peter told her.

"Shut up!" Cinder responded, giving him the mean eye from her only eye.

"See ya on the flipside, Crimson Stalker!" Peter waved at her as he walks away from the cliffside.

Cinder growls in anger from that name-calling before holding up the Crimson ISO-8 crystal to the air and starts absorbing its power, causing her eyes to light up in fire, now giving her powers similar to that of a full Fall Maiden, maybe even stronger than that. "Thank you, Spider-Man." She said to herself with her eyes closed and with a genuine smile plastered on her face.

* * *

 **That night at Vale**

Before they all went to bed to get ready for the big good-bye to all the heroes that helped with the universal war, Team RWBYP, Team JNPR, Team Sonic, MJ, the Gwen Stacy from another dimension, and Mayday Parker all walk out of the movie theater after watching the brand new Spider-Man movie that came out recently.

"Man, was that movie awesome or what?!" Jaune asked his friends, clearly overjoyed on how awesome the movie was.

"Eh, 7/10 for me. Good action, okay story, just wished they picked a better actor as Spider-Man that was actually funny." Peter said.

"So he was perfect. Got it." Ruby responded, getting a good laugh from those around her.

Sonic yawned as they continue walking. "I'm just about ready to go to sleep."

"That's a first." Yang responded.

"Even hedgehogs that are as cool and fast as me can get tired and need their sleep." Sonic responded with a shrug.

"Can't believe this will be the last time we'll all see each other." Weiss said, looking down to the sidewalk they're walking on, obviously depressed this will be the last time she'll hang out with Peter and her new friends, at least for now anyways.

"For now anyways. I'll make sure to visit every once and a while. Maybe you could visit me instead since you have your Webwares that can travel dimensions." Peter said to lift her spirits.

"But you're an Avenger now, which means you'll be a lot busier than usual. Barely any time to hang out with us." Weiss told him.

"Riiight. That is a problem." Peter said, causing Team RWBYP and Team JNPR to now look depressed and sadden.

"Not really." Sonic spoke up. "We can always meet up when you're all on vacation. Heck, me and Peter agreed the last time we met to hang out during the summer this year."

"Yeah, since I won't be dealing with school during that time, leaving my schedule _slightly_ more open than usual." Peter responded.

"That's great! So, let's all agree to hang out during the summer together! On Earth, right?" Pyrrha asked her friends.

"Yeah! Since out of our worlds, Peter's world is the most exciting!" Yang said.

"For all the wrong reasons!" Peter should mention to his friends.

"So we're all in agreement that we spend our next vacation on Earth, right?" Ruby asked her friends.

"Right!" Everyone agreed to the plan at the same time as they make their way back to Beacon.

* * *

 **Beacon Academy at night**

After packing up his belongings and before going to bed, Peter decided to go up to the rooftop and stare at Remnant's beautiful shattered moon for a short while, reminiscing about the adventures he had on this world and all the people he had met since his time here.

"You couldn't even bother fixing the moon whole?"

Peter turns his head around to see Blake walking up to his spot. "Why? It takes away what makes this world unique." He said to the faunus as she sits next to him.

"That or you were lazy." Blake said.

"Oh yeah? What's your excuse?" Peter asked her, since she was with him when they were fixing reality.

"I was distracted by the thought of not wanting to die by the second Big Bang." Blake responded to his question.

"Okay. That makes sense." Peter said before deciding to switch topics. "So I heard your old boyfriend, Adam, escaped prison recently."

Blake chuckled to his joke about Adam being her boyfriend. "Funny, but yeah, apparently he has his own White Fang followers with him, though not as much as he would've liked. He was supposed to have more Faunus following him for his ideals, but after what happened with Goblin, the majority of them decided to stick with the more righteous path led by Sienna Kahn."

Peter chuckled. "Would've loved to see the look on his face when that happened."

"I would've loved to see him get pants." Blake said with a smile, remembering an earlier, planned prank by Peter if the two ever saw each other.

The two friends start laughing for a bit before looking back at the big moon in space. "Peter, I want to say, thank you for everything you've done."

"Like what because I haven't been keeping check?" Peter asked his friend.

Blake turns her head and smiling face over to Peter's. "Your actions in this world has helped bring humans and Faunus more together than I could've possibly imagined. Your own heart and will has touched both kinds and influenced them to be better. Push them farther so they could be seen together as one. I know it'll be a while until that truly does happen, but I'm happy to see how much progress we've made in such a short amount of time. Guess Osborn was right about you. That you have the ability to change the world." She said to Peter.

"No. It wasn't just me." Peter shakes his head. "It's impossible for one person to change the world, even if you have mystical McGuffins like those relics. The real power to change the world lies on the people of that world itself. As long as everyone works together to achieve a singular goal, the ability to change anything is possible." He explained to Blake right next to him.

"Why did I have a feeling you would say that?" Blake asked him with a smile, not surprised by his response.

"Because you have the best, handsome partner in all of reality?" Peter asked while acting all smug and pointing to himself.

"That's a joke, right?" Blake asked him.

"Of course not! Why would I joke about that?" Peter replied.

"Because you have an ego that's the size of our moon." Blake said.

"Ego? What are you talking about? I KNOW I am awesome." Peter responded.

Blake starts laughing from how silly he's acting, which causes Peter to start laughing as the two stand up from the ground. "You always seem to find a way to make me laugh." Blake said to Peter.

"I am a master comedian after all." Peter told her.

"Who told you that?" Blake asked him with a smirk.

"Me, of course. Who knows jokes and stand-up comedy better than me?" Peter asked, getting another laugh from Blake.

"I'm really gonna miss you, Peter. You're definitely the best friend, the best brother, a girl like me could ever have." Blake said with a smile, leaning over to Peter and gives him a kiss on his cheek. "Think of that as a farewell kiss." She said, causing Peter to smile before the two head back to their dorm for tomorrow's farewells.

* * *

 **The Next Morning at Beacon**

And the day has come. Now that everything on both worlds are back in order, it's time for the Ultimate Alliance between heroes from five dimensions to disband and head back to their world. Everyone from Zero to Chun-Li to Shadow are all hanging out at the Beacon Courtyard to say good-bye to their new allies and friends.

"It's been a real pleasure working alongside you, Captain." Ozpin said to Captain America, as the two old men shake hands with each other.

"Likewise, Ozpin. If Remnant ever needs us, just give us a call. We're only a dimension away." Steve replied with a smile.

"Thank you, Steve." Ozpin said with his own smile.

"Thank you for all your help and teachings during our darkest hour, Stephen." Glynda said to Dr. Strange, actually give the Sorcerer Supreme a kiss to his cheek as a way to say good-bye to him.

"It has been my pleasure, Glynda. I would hope our paths cross again." Strange said to Ms. Goodwitch.

"Same here." She replied with a smile.

 **"** **Unbelievable. I'll never understand what she sees in him that I don't have."** Iron Man said to Jacques Schnee next to him, clearly jealous of Strange.

"Probably because he's not as arrogant or as self-centered as you are, Tony." Jacques told his business partner.

 **"** **Oh no. I'm pretty sure it's something else entirely. He's probably using some magic mumbo jumbo, I'm sure."** Tony replied, getting Jacques to laugh at him.

"I can't thank you enough for all your help, Nick." Ironwood said while giving Fury a firm handshake.

"You're welcome, James. Glad S.H.I.E.L.D. was happy to lend an assistance in the cleanup." Fury replied to his Remnant counterpart.

"I would be happy if our paths cross again one day." James said with a smile.

"Same here." Nick responded with a smile.

Meanwhile, Spider-Man is talking with his other four counterparts from different dimensions. "So you four have to leave now?" He asked his other selves.

"Yeah. Have to take care of some robberies and break ins. You know how it is, I mean, we ARE you." Spider-Man Noir said to his younger, prime self.

"Yeah, yeah, I get it. Still, I'm gonna miss you guys, as awkward as that sounds." Spidey Prime said.

"Well thanks to this Webware you gave us, we can always meet wherever, whenever." Spider-Gwen said to Prime Spider. "It REALLY is good to see you again, Pete."

"Same here, Gwendy." Peter replied before giving her a warm, lasting hug. He then turns to Spider-Girl, his daughter from another dimension. "Now missy, remember to behave during combat. Always keep talking while you are fighting to get on the enemy's nerves, no matter how strong or scary they might be. And if you have to, bring some flashcards to remind yourself on what jokes you should say. That really gets on their nerves."

"Okay, dad!" Spider-Girl said, giving Peter a high-five.

"That's still really weird to hear." Spidey said.

"But wait. Before we go, we have to ask, why did you become Spider-Man?" Spider-Man 2099 asked the Prime Spider.

"Because I HAD to. You?" Spidey replied to his future self.

"Same. And…because of you." Future Spidey replied to him.

"Nice to know some things don't change."

"By the way…you have a great costume." The present and future Spidey complemented each other at the same time, causing the other Spiders to laugh. The Spiders turn on their Webwares to open a portal through time and space and head back to their own dimension as they wave good-bye to the Prime Spider. "Bye guys! Next time you should hang around longer! We could start a bridge club or something!"

"Aw man! They left already!" Ruby and her teammates, Team JNPR, and Team Sonic walk up to Spidey as they noticed the other Spiders have already left.

"Afraid so, but hey, you still have the best, most charming Spider here, am I right?" Spidey asked his friends.

"Who said you were charming?" Weiss asked the bug with a smirk.

"I'm sure someone said it. Maybe that bird lady who's too embarrassed to see me off." Peter said.

"What, you mean my mom?" Yang asked him.

"Of course. Everyone else is here to see me and the guys off except her. She must not be ready to see me off, knowing how crazy and cold she can be." Peter said, not noticing a black bird appear on top of his head and start poking the ever life from his forehead while his friends laugh at his expense.

The black bird takes off from Peter's head and transform into Raven Branwen. "Embarrassed, am I?" She asked the bug while crossing her arms.

"Of course you are. If I didn't say anything, you probably would've watched me on top of a nearby tree eating bird seeds. Do you even eat bird seeds while in bird form?" Spidey asked the Branwen Tribe leader.

"You really like to get on my nerves, do you?" Raven asked him.

"Well someone has to." Spidey replied, causing Raven to angrily grunt at him.

 **BGM-Dragon Ball Super OST-The Death Match Winds Down**

"Everyone!" Captain America calls out to his many allies so he could get their attention. "We're about to leave in a few minutes, so hurry and wrap up any last second good-byes!"

"Guess it's time we start saying our good-byes." Sonic said as his team walks up besides Peter.

"Yeah." Peter agreed with his friend.

Ren is the first to walk up to Peter so he could say good-bye. "See ya la-."

Interrupting Ren comes Nora, who immediately hugs Spidey while crying her eyes out. "Noooo! I'm gonna miss you and Thor so much! I don't want you to leave! Who else will I have fun with?!" She said while crying.

"Don't you have Ren and the others to play around with?" Spidey asked her.

She then instantly stops crying. "Oh yeah." She said, causing Ren to sigh and face palm.

"Well, we'll see ya later, Peter." Ren said, shaking Peter's hand.

"Yeah, same." Peter said as he turns to Jaune and Pyrrha.

"It's been great hanging out with you. I've definitely learned a lot during our time together." Jaune said to Pete while giving him a fist bump.

"I would hope so. Someone has to teach you the ways of how to get beautiful women." Spidey said to his friend.

"What are you talking about?" Jaune asked with a confused face.

Pyrrha lets out a fake cough to get his attention. "He's joking, Jaune. You should know that by now." She said to her friend.

"Oh yeah. It's kind of hard to tell sometimes." Jaune said.

Pyrrha nod in agreement before turning to Spidey, giving the webhead a farewell hug. "We're gonna miss you, Pete. Take care of your Aunt for us."

"You know I will. Make sure to take care of Jaune while I'm gone too. Probably tell him something you've been meaning to say for a while now." Spidey said, causing the female warrior to blush.

"I-I have no idea what you're talking about." Pyrrha said, clearly embarrassed on what he really meant by that statement.

"Me neither." Spidey said with a smile behind his mask.

"I hate you." Pyrrha responded with a smile.

Spidey chuckled before turning to Raven standing next to him. "Are you gonna miss me too, Bird Lady?" He asked her.

"I would if you stop calling me that." Raven said, not a fan of the name-calling and nickname he keeps giving her.

"Sure thing, Hawkgirl." Spidey said, which causes Raven to let out a sigh before her face turns to a small smile.

And last but certainly not least, Spidey turns back to his teammates, his family, over at Team RWBYP, ready to say good-bye to them. "Guess you guys are gonna change the team name back to Team RWBY, huh?" Spidey asked the girls.

Ruby shakes her head while smiling. "Nah. It will always be Team RWBYP, with or without you here."

"That, and you're used to the name already." Spidey said.

"Most definitely." Ruby replied.

Yang walks up to Peter as she starts saying her good-byes to him. "It's been one hell of a ride, huh Pete?" She asked her boyfriend.

"With you on the driver's seat, I shouldn't expect anything less crazy." Peter replied, getting a chuckle from his girlfriend. "I look forward to the next time we meet, Yin Yang."

"Hopefully next time you won't forget about our date, whenever that happens." Yang replied.

"I'll keep my alarm on so I won't forget and get punched all the way to the sun." Peter responded before and Yang hug each other one last time. After that, Peter turns to his Remnant partner in crime Blake as the two get ready to say good-bye. "See ya, Cat. Try to clean up your litter box before going to bed every night. I won't be there to remind you this time."

Blake lets out a smile from his joke. "I'll try my best, Mama Cat."

"Aw, look at that, my little cat is finally learning the true meaning of jokes and smiling more often. I'm such a good role model." Spidey responded.

"Half of the time you are." Blake joked.

"Heh, funny." Spidey said before the two hug each other.

After their hug, Spidey turns to Weiss. "See ya later, Snow Angel. Try to keep your cool during this year's spring."

"Snow Angel? You're not calling me Ice Queen anymore?" Weiss asked the hero spider.

"If you want I-."

"No, no. Snow Angel's fine." Weiss stopped him from continuing that sentence.

"Whatever you say, Ice Queen." Peter said, ignoring her previous comment.

"Let's just hug already so you won't irritate me more." Weiss said, already annoyed by his behavior and attitude.

The two friends hug one another for a bit before Spidey finally turns his attention to Ruby Rose, the one he considers a sister ever since he arrived at this dimension. "Any advice for me, World's Greatest Hero?" Ruby asked the Wall-Crawler.

"Don't let anyone, I repeat, ANYONE clone you. Seriously." Spider-Man started giving Ruby some advice on her future.

"Yeah, I figured you would say that." Ruby said, well aware of his trauma with clones from the amount of times he keeps bringing it up.

"Another thing: If you have an Aunt who's not married, DON'T let her get married to supervillain with six arms." Spidey said.

"Wait! Your Aunt May was almost married to Doc Ock?" Weiss asked the hero.

"Yeah, and I still have nightmares every night about that." Spidey said, shivering in fear from that weird event. "And also, don't let anyone that acts like Wolverine or Mockingbird money. You'll never see it again."

"Thanks for that, kid!" Wolverine shouted from somewhere nearby.

"Shut up, Logan!" Peter shakes his fist at the mutant, getting a laugh from his friends and Raven next to the bug. "Now what else should I say?" Spidey thinks to himself.

"Be as cool as me?" Sonic points to himself with smug.

"Oh no, that's terrifying." Spidey said, causing everyone to laugh again. "And…and no matter what, never…"

 **BGM End**

"Should I get a pen?" Ruby asked the hero, thinking this is going much longer than intended.

 **BGM-Sonic Unleashed OST-Always**

"No, but you can have these." Peter gives Ruby his web shooters for her to keep as a memento and gift.

"Your web shooters? But don't you need them?" Ruby asked while looking down at them.

"I can shoot webbing on my own now. And if that goes to the fritz like everything else in my life, I can always build another pair." Peter said to Ruby.

Ruby looks at Peter with tears starting to fall down her eyes. "Thank you. I'm gonna miss you, brother." She said, giving Peter a warmful hug.

"Same here, sis." Peter replied to her. Everyone else smiles as the two embrace for a short while before Ruby let's go of Peter, wipes off her tears as Peter ruffles her hair one last time, causing her to let out a big smile to him.

Sonic and everyone on the courtyard, heroes from all dimensions, turns to the sun shining bright up to the sky during this beautiful morning. "Come on, everybody! It's a brand new day, meaning new beginnings and new adventures! So let's make the best of it!" He said to his friends and many allies.

"Yeah!" Everyone on the courtyard responded in great unison.

 **BGM End**

 **BGM-Sonic Unleashed OST-Endless Possibilities**

Iron Man turns on a device within his armor that opens up four portals that leads to each respective heroes' world as they prepare to enter through it. "See ya later, everyone!" X waved happily to his new friends before he enters the portal.

"Take care!" Axl too waved at his new friends before leaving.

"Hmph." Zero only grunted, but leaves with a smile and thumbs up to his many allies.

"Bye!" Penny waved at the reploids from the big crowd of people.

"May our paths cross again!" Ryu said to his interdimensional friends with a smile as he enters the portal.

"So long!" Ken waved as he enters the portal.

"Bye!" Chun-Li too waved as she, Cammy, and Guile leave through the portal.

"Bye guys! Take care!" Qrow waved back at the disappearing Street Fighters.

"See ya soon, everyone!" Silver waved back at everyone.

"Stay safe!" Blaze said with a smile before she and Silver enter the portal, with Shadow following behind them, only leaving his Remnant friends with a grunt, typical of him.

"We'll miss you guys." Tails said to his new Remnant friends.

"Make sure to take care." Knuckles said, as the two enter the portal.

"Take care, you guys!" Pyrrha shouted to them.

"You too, Sonic!" Jaune shouted at the blue hedgehog, with Sonic giving the people of Beacon and happy thumbs up as he runs through the portal.

The last heroes to leave are those of the Avengers, with most of the Marvel Heroes have already left. "See ya, pipsqueaks!" Hulk said to the people of Remnant before leaving.

"May Heimdall watch over this realm for all eternity! So long, Remnant!" Thor said before flying through the portal.

 **"** **If anything in your world needs a Stark upgrade, just call**!" Iron Man said before flying through the portal, leaving Captain America and Spider-Man as the last ones to leave through the portal.

"Ready to leave, Avenger?" Cap asked the newest, youngest member of the team.

"Yeah." Spidey nodded in response as Cap leaves through the portal. Before Spidey himself leaves, he takes one last look at the massive crowd of people in front of the Beacon Statue waving good-bye to him, all his new friends from Beacon, their families, all the important people he met ever since he arrived at Remnant.

"Stay safe, Spider-Man! Remnant will always remember you!" Ozpin waved good-bye to the hero.

"Try not to get into any more trouble!" Glynda advised him.

"Don't give Fury any more headaches that he already has!" Ironwood said to the web-slinger.

"Bye, Spidey!" Yang happily waved at him.

"Be well!" Blake waved at her partner.

"Don't do anything reckless!" Weiss said while waving at him.

"Good luck! You'll need it! Bye!" Ruby was the happiest while waving at him, causing Peter to smile behind his mask.

Spidey's spider-sense then tingles to three familiar people on top of the Beacon rooftops, which so happens to be Cinder and her team, with Emerald and Mercury waving a small good-bye to the hero, despite them being enemies, and Cinder just letting out a small grunt and smile to the webhead, which the Spider can clearly see from where he's standing.

"Until we meet again, Remnant! Your friendly, interdimensional neighborhood Spider-Man swinging off!" Spidey waved back at them before swinging through portal before it closes behind him.

Ruby looks back at the web shooters Peter gave her before he left, causing her to smile. _"Until we meet again, Peter."_ She said in her mind, looking back at her teammates who all smile back at her before the four of them look at the bright sun above them.

And somewhere, on top of a cliffside far from Beacon Academy, Salem is seen on top of it, who was actually watching the departure of Spider-Man and the rest of the heroes before they all left. She lets out a small smile before turning to the sky. "Until we meet again, Spider-Man." She said before walking away from the cliffside, presumably back to her hideout.

 **BGM End**

* * *

 **KFX here: And what's this? A Spider-Man/RWBY crossover story that's actually DONE?! Well, we still have the short epilogue after this that may or may not foreshadow future stories in this series, but yeah, this is the finale of the Spider-Man: Battle for Remnant, without a doubt my most popular story yet. I most definitely had a ton of fun writing this story and reading everyone's comments and reviews about what they think about this story. I doubt I'll ever write a story this popular, or as long, as this one. And don't expect the next story to come out for a LONG while. I want to rest while brainstorming future crossover stories between Spider-Man, Sonic, and RWBY. Have any suggestions? Just PM and I'll see if I like it or not. Until then, see ya all later.**


	87. Epilogue: New Beginnings

_Epilogue: New Beginnings_

 **Madame Web's Domain (One Week Later)**

Everything has been at peace across the multiverse since the Ultimate Alliance of Heroes have disbanded and left back to their own world. Madame Web, one of the protectors of the Great Web of Life and Destiny, have been in her own domain watching the different, countless worlds filled with their own Spider-Man and/or Woman.

"Hello there, Madame Web." Uatu, also known as the Watcher of 616, greeted the old mystic spider as he enters her domain.

"Hello to you, Watcher." Madame Web greeted the cosmic observer with a smile on her face.

"I see everything is at peace across the many worlds of reality." The Watcher said as he observes the Web of Realities behind Madame Web's chair.

"For now anyways, but I'm sure if things do go array again, we can always rely on heroes like Spider-Man and his many friends to save us, just like they've always done in the past." Madame Web replied to the Watcher of Earth.

"How are the children doing by the way?" The Watcher asked the psychic about the current condition on Spider-Man and his friends from Mobius and Remnant.

"You're the great observer of the universe, aren't you?" Madame Web asked him with a smile, playing around with his occupation. "But if you must know, they are spending their peaceful time as ordinary teenagers." She said as she and Uatu look at the strands of the Great Web depicting Spider-Man, Sonic, and Team RWBY from their respective homes.

* * *

 **Remnant, Beacon, Peter's Old Lab**

In Peter's old laboratory at Beacon, Ruby Rose has been spending some time tinkering with her Crescent Rose while also messing around creating new webbing ammunition for her gun based off the web shooters and web fluid Peter gave her before he left.

As she was working, her older sister, Yang, walks in the lab to greet her sister. "Sup Ruby? Whatcha working on?" She asked her little sis as she makes her way to her desk and seat.

"Just creating some web fluid for my gun, is all." Ruby responded.

"How?" Yang asked her on the process.

"Peter gave me some notes on his webbing a while back, and by tinkering with the web shooters he gave me, I've been able to upgrade my gun to shoot out some new ISO-Webbing combinations I doubt he would've thought of." Ruby said while messing around with the web shooters.

"You're able to understand all those equations, letters, and whatever those are that usually gives Weiss a headache?" Yang asked her while pointing at Peter's notes on how to create web fluid.

"Yup." Ruby simply replied with a smile. "I AM his star pupil, remember?"

Yang chuckled. "Yeah. Come on. We're gonna be late for class." She said as she leaves the room.

"Coming!" Ruby said, using one of the web shooters to shoot out a web line to grab her weapon and backpack before leaving with her big sis to class.

* * *

 **The Negative Zone, Prison 42**

To assure a crazy, homicidal maniac like Norman Osborn should NEVER threaten Earth or any other world ever again, he has been placed at Prison 42, the massive prison in the Negative Zone, only meant for the most dangerous villains that exist in ANY dimension. And to put an even tighter leash on Osborn, he is placed at the deepest, most secured inner sanctum of the prison, locked inside a tight-squeezed cryogenic chamber made of Vibranium and Adamantium, constantly filled with a special chemical gas that would put even the Hulk in the deepest coma no man, or god, could ever wake up from.

While he's sleeping within his cryogenic chamber, the gas that fills his chamber is cut off, and in a few seconds, the groggy Norman Osborn wakes up and is surprised to see Spider-Man, of all people, standing before his tiny, little window to see through. _"Parker? Decided to visit me at my most pathetic state for once in your worthless life, huh?"_ Osborn asked the boy from his imprisonment.

"Yup. Just making sure you weren't planning to break out from Supervillain Day Care anytime soon. That, and to bring you that pillow you've always wanted." Spidey replied to his arch-nemesis, putting a green pillow on top of his imprisonment, knowing that Osborn could in no way use it from his predicament.

 _"_ _Heh. Funny. That fact you think this S.H.I.E.L.D. toy case could hold me is hilarious. I WILL break out one day. Mark my words, boy."_ Norman said to Spidey.

"And I WILL stop you. Just like I've always have. Nothing you do will ever change that, Osborn. It doesn't matter if you have the powers of a god or the powers to make French toast. Whenever I'm around, you will always lose." Spider-Man told him.

Osborn lets out a small laugh from inside his cryogenic chamber. _"Is that your best response? It would seem that my research wasn't wrong. After all, you are most definitely my greatest creation. My legacy. The only proof in the world that I am a genius and that I belong in the world. Our last battle proved that. If it wasn't for you, my ultimate creation, our worlds would've been completely destroyed. That is why, one day, as the Father of Destinies, I WILL create a new world so we can all experience the ultimate evolution. You can never change that which is written in the universe."_

"And like I told you before, that will never happen. As long as I continue surpassing my limits, have my friends to back me up, you and your crazy ideals will never see the light of day" Spidey replied, not fazed by anything Osborn has to say to him.

 _"_ _I will admit, you have surpassed me, but only for this instance, believe me."_ Osborn said as Peter warns the S.H.I.E.L.D. agents watching their conversation from the cameras to turn back on the special, instant coma gas inside Osborn's cryogenic chamber. _"Goodbye, Peter. You can have your gentle 'peace', and leisurely rot in it."_ The last words and crazy laugh from Norman Osborn to Peter as he walks away, not even bothering to look back as the villain's chamber is filled with the special gas, putting the madman in a deep coma while being frozen to the thinnest nerve.

* * *

 **Manhattan, New York City**

"Wow. Even in the most secured prison in the multiverse, that Osborn sure is confident he'll come back." Sonic the Hedgehog said to the maskless Spider-Man as the two sit on top of the Empire State Building, eating chili dogs with Bruce the Statue Gargoyle.

"Yeah, and the scary part is, I know he'll come back. But that's just another daily and complicated part of my life as the Amazing Spider-Man." Peter replied before taking another bite from his chili dog.

"Which is now even more complicated since your part of the Avengers. How's that going, by the way?" Sonic asked the webhead.

"Not as bad as I originally thought. We were able to stop an army of rogue A.I.M. robots two days ago before we had to save the Earth from the Red Skull on the same day. If I am to be honest here, I think my short time as a part of Team RWBYP was WAY more dangerous than what I'm dealing with now." Peter said before the two friends start laughing together. "Y'know, for so long, I've thought I never got any breaks…" He said as he stands up from the rooftop, staring out to the calm blue sky from a distance. "But now, after all I've been through, for once, I LIKE my life. I LIKE myself. And for the first time ever, I wouldn't want to change anything about me." He said, turning to Sonic with his eyes turning into a different color, one eye having a unique crimson color, which uses the powers of the Great Weaver, and the other eye having the beast-like blue color, which uses the power of his Other.

Sonic chuckled. "You've definitely grown into a real man, Spider-Man." He said to the webhead as he puts on back his mask. Sonic, using a Webware Spidey gave to him, materializes his Extreme Gear board: The Blue Star. "How about a little race around town before I head back, okay?" He asked the Web-Slinger.

"Sure." Spidey materializes his own Extreme Gear board, which looks similar yet unique to Sonic's, having a red-and-blue color scheme and a spider symbol on the center. "My Spider Driver X will mop the floor with your Blue Star!"

"You're on!" Sonic replied with a smirk before the two hop onto their Extreme Gears and starts racing across the busy streets of Manhattan.

As the two race through the air of New York, they don't notice three familiar, looking individuals watching them race while sitting around a coffee table outside the small coffee shop. "Aw man. I want to ride on one of those." Mercury Black said, watching the two heroes with a sad face, wishing he had one of those Extreme Gears.

Emerald chuckled. "Yeah, and probably trip barely halfway across a sidewalk." She joked, getting Mercury angry. She then turns to Cinder Fall (wearing her 'Vytal Festival tournament' costume), who is currently reading a Daily Bugle newspaper about Spider-Man. "Ready to go, Cinder?" She asked her boss.

"Hmm? Yeah, come on. Let's go find an apartment somewhere in this city." She replied as the three, devious amigos get off their chairs and start walking out. "I'll try to call Brock to see if we could stay at his place for a while until we do."

"I'm gonna enjoy living in this world. Alien invasions. Demi-gods. Definitely my type of place." Mercury said with his hands behind his head as they walk.

"Of course somehow YOU would like this comic-book stuff." Emerald replied to him.

"He's not the only one. I, too, am looking forward living here. Who knows what this world has in store for us, or what we have in store for them?" Cinder said with a smile as they continue walking alongside the sidewalk, seeing Spidey perform a trick with his Extreme Gear on top of a rooftop. "And yeah, I definitely want one of those." She said with a genuine smile as she sees Spidey and Sonic rides off deep into the city.

* * *

 **Remnant, Salem's Domain**

Looking out through her stained glass window, Salem watches on to see her precious Grimm are slowly regenerating back to their original form, but it does seem like it will take a LONG while until the population of the Grimm come back in full force. And now with entire faction either dead or on vacation, the Dark Witch of Remnant walks around her conference room all alone as she begins talking.

"It seems the regeneration of the Grimm will take much longer than I thought. Oh well. It's not like I'm in any rush." Salem started talking to herself in a calm, non-worried tone. "Thanks to recent events, my original plan to use the relics has completely failed thanks to Osborn and Spider-Man. But, these recent events have given light to new paths on the road for me."

She stops walking as she makes her way back to her stained glass, looking out to her dark red domain as she continues talking. "I think it's time I, too, change my views on the world, just for a bit. My constant, tedious battles with Ozpin have led me to nowhere to achieve my goals. But maybe starting a new, interesting battle with an abnormal human like Spider-Man might change that. If there is one thing I can agree with Osborn is that Spider-Man, Peter Parker, certainly does hold many values and secrets, that when one understands him whole and beats him, then the true key to changing the world is possible. He can keep those worthless relics, they are of no interest to me anymore, especially when there are FAR greater sources of power in our universes like the Chaos Emeralds…the Cosmic Cube…"

She takes out a Prismatic ISO-8 Reactive gem from her clothing. "And even this." She said with a villainous smile. "Just this magnificent crystal alone, makes ancient artifacts like the relics look like ordinary, powerless Dust. I have to thank Cinder for giving this to me during the one-month break once she gets back. But I promise not to use this gem until I know what I can do with it." She looks back through her window. "I look forward to our new battle, Spider-Man, Chosen Hero of Destiny. I know you will give me more fun and a challenge than that old man could ever give in his lifetime. But for now, rest easy heroes, because I want your wills to be at their best, and when they are, I will snuff them out and crush them with my own power, and then both Remnant AND Earth will be ripe for the taking." She said while looking back at her Grimm, who all start to form a little faster than they were a minute ago.

* * *

 **KFX here: Seems that Cinder and her team will be living in Earth-616 for now, and Salem now has her eyes on Spider-Man and his entire world. When will she initiate her plan? Not for a while because I haven't thought of that story yet, and it most likely WON'T be the next story I do after this. I might do some more Spider-Man/Sonic crossovers. Maybe an adaptation of Sonic Riders: Zero Gravity or Sonic Colors. Who knows? Anyways, this is the REAL finale of Spider-Man: Battle for Remnant. Leave a review or PM me what's your favorite Volume/Issue of this story. Why did you like them and this story as a whole? And I'll see you all later. Bye.**


	88. Preview of Future Stories

**Preview on Future Stories**

Hello, my fellow fans. Hope you're having a great day. Just here to give you a small update and sneak peek on the next few stories I'm gonna be writing this year. In case some of you aren't aware (can't blame you though), we just finished the first Arc/Saga of the United Heroes series called the "New Dimensions" Arc which consisted of "Spider-Man and Sonic the Hedgehog-Fate of Two Worlds" and "Spider-Man: Battle for Remnant". The second arc will be called the "Masters of Evil" Arc involving the adventures of the D-Avengers while trying to stop the Masters of Evil from taking over their dimensions (Who are they? Guess. If you can't, find out soon).

 **Next Stories…**

 **Spider-Man and Sonic: Un-Gravitified Web**

A sequel to "Spider-Man: Battle for Remnant" which will be a simple adaptation of the video game "Sonic Riders: Zero Gravity" featuring not just Team Sonic and Spider-Man, but also Cinder and her small team working with the Babylon Rouges. This story also serves as a prequel to the "Masters of Evil" Arc. Team RWBY will NOT appear in this story besides maybe a few references because they've already had their shine in the last story. I'll start writing this story sometime in the next month (or maybe next week if I feel like it). (You will find this story under the "Spider-Man/Sonic the Hedgehog" crossover section on )

 **Spider-Man and Cinder: Flame Web of Shadow**

This next story will be a sequel to "Un-Gravitified Web", and just like that story, it will be a simple adaptation to the video game "Spider-Man: Web of Shadows" and the last prequel story to the "Masters of Evil" Arc. As you can probably tell from the title, the main characters for this story will be Spider-Man and Cinder. Sonic and Team RWBY most likely won't appear besides a few cameos. (You will find this story under the "Spider-Man/RWBY" crossover section on ).

 **D-Avengers: Spider-Island DX (Dimensional Cut)**

The beginning of the new "Masters of Evil" Arc, and it's a Spider-Island adaptation too, which means familiar faces like Kaine will be introduced in this story (No Spider-Queen just to let you know). This story will also explain the origins of the ISO-8 for those that are interested and some other fun moments. This will most likely be my summer project, so look forward to this. (You will eventually find this story under the "Spider-Man/RWBY" crossover section on ).

 **I'm still in the early brainstorming for all these stories, so some things MIGHT change during production. I hope you all are interested in my next few stories. I promise they won't be as long as Battle for Remnant. I won't blame those who thought that story dragged on a bit, because even I wasn't expecting the story to go that long. Anyways, take care and see you in "Spider-Man and Sonic: Un-Gravitified Web".**

 **And, if any of you want, you can send me any fan art you drew and I'll use them as the cover art.**


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